EX-10.1



 Exhibit 10.1 
 EXECUTION VERSION 
 SECOND AMENDMENT TO AMENDED AND

 RESTATED RECEIVABLES PURCHASE AGREEMENT 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of July 26, 2013 (this
“Amendment”), is entered into by and among the following parties: 
 (i) OWENS CORNING RECEIVABLES LLC, a
Delaware limited liability company, as seller (the “Seller”); 
 (ii) OWENS CORNING SALES, LLC, a Delaware
limited liability company (“Owens Corning Sales”), as initial servicer (in such capacity, the “Servicer”); 
 (iii) THE BANK OF NOVA SCOTIA, a Canadian chartered bank (“BNS”), as administrator (in such capacity, the “Administrator”), as a Related Committed Purchaser, as an LC
Bank and as a Purchaser Agent for the Liberty Street Purchaser Group (in such capacity, the “Liberty Street Purchaser Agent”); 
 (iv) PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Related Committed Purchaser, as an LC Bank and as a Purchaser Agent for the Market Street Purchaser Group (in such capacity, the
“Market Street Purchaser Agent”); 
 (v) LIBERTY STREET FUNDING LLC (“Liberty Street”), as a
Conduit Purchaser; 
 (vi) MARKET STREET FUNDING LLC (“Market Street”), as a Conduit Purchaser; 

(vii) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“Credit Agricole”), as a new Related Committed Purchaser and as a
new Purchaser Agent for the Atlantic Purchaser Group (in such capacity, the “Atlantic Purchaser Agent”); and 

(viii) ATLANTIC ASSET SECURITIZATION LLC (“Atlantic”), as a new Conduit Purchaser. 

R E C I T A L S 
 A. Each of the parties hereto other than Credit Agricole and Atlantic are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of December 16, 2011 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Agreement”). 
 B. Credit Agricole desires to
become a Related Committed Purchaser and a Purchaser Agent under the Agreement. 
 C. Atlantic desires to become a Conduit
Purchaser under the Agreement. 
 D. The parties hereto desire to amend the Agreement as hereafter set forth. 







 NOW THEREFORE, in consideration of the premises and other material covenants contained
herein, the parties hereto agree as follows: 
 SECTION 1. Certain Defined Terms. Capitalized terms which are used herein
without definition and that are defined in the Agreement shall have the same meanings herein as in the Agreement. 
 SECTION 2.
Joinder of Credit Agricole and Atlantic to the Agreement. 
 (a) Atlantic as a Conduit Purchaser.
From and after the date hereof, Atlantic shall be a Conduit Purchaser party to the Agreement for all purposes thereof and of the other Transaction Documents, and Atlantic assumes all related rights and agrees to be bound by all of the terms and
provisions applicable to Conduit Purchasers contained in the Agreement and the other Transaction Documents. 

(b) Credit Agricole as a Related Committed Purchaser. From and after the date hereof, Credit Agricole shall be a
Related Committed Purchaser party to the Agreement for all purposes thereof and of the other Transaction Documents, and Credit Agricole assumes all related rights and agrees to be bound by all of the terms and provisions applicable to Related
Committed Purchasers contained in the Agreement and the other Transaction Documents. 
 (c) Appointment of
Credit Agricole as Purchaser Agent of Atlantic’s Purchaser Group. Credit Agricole and Atlantic hereby designate Credit Agricole as, and Credit Agricole hereby agrees to perform the duties and obligations of, the Purchaser Agent for
Atlantic’s Purchaser Group. From and after the date hereof, Credit Agricole shall be a Purchaser Agent party to the Agreement, for all purposes of the Agreement and the other Transaction Documents, and Credit Agricole assumes all related rights
and agrees to be bound by all of the terms and provisions applicable to Purchaser Agents contained in the Agreement and the other Transaction Documents. 
 (d) Credit Agricole and Atlantic’s Credit Decisions. Each of Credit Agricole and Atlantic confirms that (i) it has received a copy of the Agreement and copies of such other Transaction
Documents, and other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Agreement and (ii) it will, independently and without reliance upon the
Administrator, any Purchaser Agent or any other Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and the
other Transaction Documents. 
 (e) Consent to Joinder. Each of the parties hereto consents to the
foregoing joinder of each of Credit Agricole and Atlantic as parties to the Agreement, and any otherwise applicable conditions precedent thereto under the Agreement and the other Transactions Documents (other than as set forth herein) are hereby
waived. 
 SECTION 3. Assignment and Assumption. 

  
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 (a) Assignment of Capital. At or before noon (New York time) on the
date hereof the Atlantic Purchaser Agent on behalf of Atlantic shall pay to (i) the Liberty Street Purchaser Agent for the account of Liberty Street, in immediately available funds, the amount set forth on Exhibit A hereto (such amount,
the “Liberty Street Payment”) representing 19.5919514% of the aggregate outstanding Capital of Liberty Street (the “Assigned Liberty Street Capital”) and (ii) the Market Street Purchaser Agent for the account
of Market Street, in immediately available funds, the amount set forth on Exhibit A hereto (such amount, the “Market Street Payment”; together with the Liberty Street Payment, collectively, the “Total
Payments”) representing 29.8289249% of the aggregate outstanding Capital of Market Street (the “Assigned Market Street Capital”; together with the Liberty Street Capital, collectively, the “Total Assigned
Capital”). The payment made pursuant to this section shall be made in accordance with the wire instructions set forth on Exhibit B hereto. 
 Upon receipt by each of the applicable Purchaser Agents of its applicable portion of the Total Payments (i) Liberty Street hereby sells, transfers and assigns to Atlantic, without recourse,
representation or warranty other than as set forth in Section 9 below, and Atlantic hereby irrevocably takes, receives and accepts from Liberty Street, the Assigned Liberty Street Capital and all related rights under the Agreement with
respect thereto and (ii) Market Street hereby sells, transfers and assigns to Atlantic, without recourse, representation or warranty other than as set forth in Section 9 below, and Atlantic hereby irrevocably takes, receives and
accepts from Market Street, the Assigned Market Street Capital and all related rights under the Agreement with respect thereto. Notwithstanding anything to the contrary set forth in this Section 3, all interest and fees that have accrued
prior to the date hereof with respect to the Total Assigned Capital (or portion thereof) shall be payable to the applicable assigning Purchaser in accordance with the Agreement. 

As of the Effective Date (as defined below) (and after giving effect to all assignments set forth above), the aggregate
outstanding Capital of each Purchaser shall be as set forth on Exhibit A hereto (which after giving effect to all the assignments set forth above, the respective proportion of the Aggregate Capital of each Purchaser Group shall equal such
Purchaser Group’s Pro-Rata Share with respect thereto). 
 (b) Waiver. Each of the parties hereto
hereby acknowledges and agrees to the assignments and payments set forth in this Section 3 and expressly waives any notice or other requirements set forth in the Agreement or any other Transaction Document, as a prerequisite or condition
precedent to any assignment, payment or other matter set forth herein. 

  
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 SECTION 4. Notices. 

(a) Credit Agricole’s address for notices under the Agreement and the other Transaction Documents shall be as follows: 

 

					
		 	Address:	  	 Credit Agricole Corporate and Investment Bank
 1301 Avenue of the Americas
 New York, NY 10019

		 	Attention:	  	Debt Capital Markets-Securitization
		 	Telephone:	  	212-261-3996
		 	Facsimile:	  	917-849-5584

 (b) Atlantic’s address for notices under the Agreement and the other Transaction Documents shall be
as follows: 
  

					
		 	Address:	  	 Atlantic Asset Securitization LLC
 c/o Credit Agricole Corporate and Investment Bank
 1301 Avenue of the Americas

New York, NY 10019

		 	Attention:	  	Debt Capital Markets-Securitization
		 	Telephone:	  	212-261-3996
		 	Facsimile:	  	917-849-5584

 With a copy to its Purchaser Agent. 

(c) Each of Credit Agricole’s and Atlantic’s addresses for notices under the Agreement and the other Transaction Documents may
be updated from time to time in accordance with Section 5.2 of the Agreement. 
 SECTION 5. Amendments to the
Agreement. The Agreement is hereby amended as follows: 
 (a) Section 1.1(a) of the Agreement is amended to read
as follows: 
 (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before
the Facility Termination Date, subject to Section 1.22 (i) request that (x) the Conduit Purchasers ratably (based on the Ratable Share of their respective Purchaser Groups) make purchases (and deemed purchases) of and
reinvestments in, or (y) only if a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), the Related Committed Purchasers ratably
(based on their respective Commitments) make purchases (and deemed purchases) of and reinvestments in, undivided percentage ownership interests with regard to the Purchased Interest from the Seller and (ii) request that an LC Bank issue or
cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, deemed purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b)
concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each 

  
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Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make purchases of and reinvestments in undivided percentage ownership interests with
regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a)
(and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, each LC Bank hereby agrees to issue
Letters of Credit in return for undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date. Notwithstanding the requirement set forth in this
paragraph (a) or otherwise herein that all Funded Purchases hereunder by Conduit Purchasers and Committed Purchasers be made ratably, based on the Ratable Share of their respective Purchaser Groups or based on their respective
Commitments, (x) at any time when any Purchaser Group’s Actual Share of the Exposure would be less than its Ratable Share of the Exposure after giving effect to such Funded Purchase, such Funded Purchase (or portion thereof) shall be made
on a non ratable basis by the Purchasers in such Purchaser Group with the largest Deficient Share immediately prior to such Funded Purchase in an amount equal to the lesser of (i) the amount by which, after giving effect thereto, such Purchaser
Group would no longer have the largest Deficient Share (or, if after giving effect to the entire amount of any requested Funded Purchase by such Purchaser Group, such Purchaser Group would continue to have the largest Deficient Share, the entire
amount of such requested Funded Purchase) and (ii) the amount by which, after giving effect thereto, such Purchaser Group’s Actual Share of the Exposure would equal its Ratable Share of the Exposure and (y) at any time after giving
effect to the preceding clause (x), each Purchaser Group’s Actual Share of its Exposure equals its Ratable Share of its Exposure, such Funded Purchase (or portion thereof) by (A) the Conduit Purchasers shall be made ratably (based
on the Ratable Share of their respective Purchaser Groups) and (B) the Related Committed Purchasers shall be made ratably (based on their respective Commitments); provided, however, that if a Conduit Purchaser Rate Event has
occurred and is continuing with respect to a Conduit Purchaser in any Purchaser Group and the Seller shall have elected pursuant to Section 1.22, (i) such Purchaser Group shall be excluded from any requirement to make any Funded
Purchase under this Section 1.1(a) and any such Funded Purchase shall be made by Purchasers other than any Purchasers in an Excluded Purchaser Group and (ii) each calculation of “Ratable Share”, “Actual Share”,
“Exposure” and “Deficient Share”, solely for purposes of this Section 1.1(a), shall be determined without giving effect to any Excluded Purchaser Group, in each case, for so long as may be designated by the Seller
pursuant to Section 1.22. Notwithstanding anything to the contrary set forth in this paragraph (a), under no circumstances shall any Purchaser make any purchase or reinvestment (including, without limitation, any Purchases deemed
to have been requested by Seller pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate 

  
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outstanding amount of the Capital of such Purchaser, when added to all other Capital of all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser
Group’s Group Commitment, minus (B) the LC Participation Amount with respect to the related LC Bank, (ii) Exposure would exceed the Purchase Limit, (iii) Aggregate LC Participation Amount would exceed the lesser of
(A) the aggregate of the Commitments of the LC Banks and (B) the LC Sublimit and (iv) LC Participation Amount with respect to any LC Bank would exceed such LC Bank’s Commitment. 

The Seller may use the proceeds of any purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the
LC Banks (ratably, based on the outstanding amounts funded by each LC Bank) pursuant to Section 1.14(b) below. 
 (b)
The first paragraph of Section 1.1(c) of the Agreement is amended to read as follows: 
 (c) The
Seller may, upon at least 15 days’ written notice to the Administrator, terminate the Purchase Facility in whole or, upon at least 15 days’ written notice to the Administrator, from time to time, irrevocably reduce in part the unused
portion of the Purchase Limit (but not below the amount that would cause the Aggregate Capital plus the Adjusted LC Participation Amount to exceed the Purchase Limit or would cause the Group Capital of any Purchaser Group to exceed its Group
Commitment, in each case after giving effect to such reduction); provided, that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in
whole, the Purchase Limit shall in no event be reduced below $100,000,000; provided, further, that in connection with any such partial reduction in the Purchase Limit, the LC Sublimit shall be reduced in an amount equal to the product
of (i) the amount of such reduction in the Purchase Limit, times (ii) a fraction equal to (a) the LC Sublimit (prior to giving effect to such reduction), divided by (b) the Purchase Limit (prior to giving effect to
such reduction). Each reduction in the Commitments hereunder shall be made ratably among the Purchasers (other than Conduit Purchasers) in accordance with their respective Commitment Percentages and their respective Commitments. The Administrator
shall promptly advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c). In addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral
Account hereunder, no such termination or reduction shall be effective unless and until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation
Amount and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding Aggregate LC Participation Amount and the LC Sublimit as so reduced
by such partial reduction. 
 (c) Section 1.4(d)(ii) of the Agreement is amended to read as follows: 

  
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 (ii) if such distribution occurs on a Termination Day or on a day when the
Purchased Interest exceeds 100%, first, to the Servicer in payment in full of the Purchasers’ Share of all accrued Servicing Fees, second, to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Discount and
Fees payable to all Purchasers at such time) (for the benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount with respect to each Portion of Capital funded or maintained by the
Purchasers within such Purchaser Agent’s Purchaser Group and all accrued Fees, third, to each Purchaser Agent ratably according to the Actual Share of the Exposure of such Purchaser Agent’s Purchaser Group (for the benefit of the
relevant Purchasers in such Purchaser Agent’s Purchaser Group) in an amount, for each Purchaser Group, equal to such Purchaser Group’s Actual Share of the Exposure (or, if such day is not a Termination Day, such Purchaser Group’s
Actual Share of the amount necessary to reduce the Purchased Interest to 100%) (determined as if such Collections had been applied to reduce the Aggregate Capital); provided, that each Purchaser Agent shall apply any amount distributed to it
pursuant to this third clause in the following order of priority: (x) first, in payment of the aggregate Capital of each Purchaser in such Purchaser Agent’s Purchaser Group and (y) second, to the LC Collateral Account for the benefit
of any LC Bank in such Purchaser Agent’s Purchaser Group, to cash collateralize such LC Bank’s LC Participation Amount until the amount of cash collateral held in such LC Collateral Account equals 100% of the Aggregate LC Participation
Amount; it being understood that each Purchaser Agent shall distribute the amounts described in the first, second and third clauses of this Section 1.4(d)(ii) to the Purchasers within such Purchaser Agent’s Purchaser Group ratably
according to Discount, Fees and Capital, respectively, and fourth, if the Aggregate Capital and accrued Aggregate Discount with respect to each Portion of Capital for all Purchaser Groups have been reduced to zero, the amount on deposit in
the LC Collateral Account equals 100% of the Aggregate LC Participation Amount and the aggregate of the Purchasers’ Share of all accrued Servicing Fees payable to the Servicer have been paid in full, to each Purchaser Agent ratably, based on
the amounts payable to each Purchaser in such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group), the Administrator and any other Indemnified Party or Affected Person in
payment in full of any other amounts owed thereto by the Seller hereunder. 
 After the Aggregate Discount, fees
payable pursuant to the Fee Letters and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller to each Purchaser Group, the Administrator or any other Indemnified Party or Affected Person hereunder and
under the other Transaction Documents have been paid in full, and the Exposure has been reduced to zero, all additional Collections with respect to the Purchased Interest shall be paid to the Seller for its own account. 

  
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 (d) Clause (ii) of Section 1.4(e) of the Agreement is amended by
deleting the phrase “an Account” where they appear therein and substituting the phrase “a Lock-Box Account” therefor; 
 (e) The following new Section 1.22 is added to the Agreement immediately following Section 1.21 thereof: 

Section 1.22. Conduit Purchaser Rate Event. 

Notwithstanding anything to the contrary set forth in Section 1.1(a), if at any time a Conduit Purchaser Rate
Event shall have occurred and be continuing with respect to a Conduit Purchaser in any Purchaser Group (any such Purchaser Group, an “Excluded Purchaser Group”), if requested by the Seller in its sole discretion (i) any Funded
Purchase that occurs during the continuance of any Conduit Purchaser Rate Event shall be made by Purchasers other than any Purchaser in an Excluded Purchaser Group and (ii) any Excluded Purchaser Group shall be excluded for purposes of
calculating the “Ratable Share”, “Actual Share”, “Exposure” and “Deficient Share” solely for purposes of Section 1.1(a), for so long as the Seller may designate. Any such request by the Seller
shall be set forth in a Purchase Notice delivered to the Administrator and each Purchaser Agent (including the Purchaser Agent for such Excluded Purchaser Group) in accordance with Section 1.2(a). Notwithstanding the foregoing, the
Seller may request that a Funded Purchase that occurs during the continuance of a Conduit Purchaser Rate Event be made by the Purchasers in an Excluded Purchaser Group on a pro rata basis with the Purchasers in the non-Excluded Purchaser Groups, or
on a non-pro rata basis in accordance with Section 1.1(a). 
 (f) The first paragraph of Section 4.3 is
amended (i) by deleting the term “Accounts” where it appears in clause (b) of the first paragraph thereof and substituting the term “Lock-Box Accounts” therefor and (ii) by deleting the term
“Account” where it appears in clause (b) and the ultimate sentence of the first paragraph thereof and substituting the term “Lock-Box Account” therefor. 

(g) The following new defined terms are added to Exhibit I of the Agreement in appropriate alphabetical order: 

“Atlantic” means Atlantic Asset Securitization LLC. 

“Conduit Purchaser Rate Event” means, at any time, if the average CP Rate of any Conduit Purchaser over
the two immediately prior Settlement Periods exceeded the arithmetic average CP Rate of the other Conduit Purchasers for such Settlement Periods by 0.20% or more. 

“Credit Agricole” means Credit Agricole Corporate and Investment Bank. 

“Excluded Purchaser Group” has the meaning set forth in Section 1.22 of this Agreement.


  
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 “Non-Seasonal Period” means the period
from and including February 1st of each calendar
year, to but excluding November 1st of such calendar
year. 
 “PNC” means PNC Bank, National Association. 

“Seasonal Period” means the period from and including November 1st of each calendar year, to but excluding February 1st of the following calendar year. 

(h) The definition of “Concentration Percentage” set forth in Exhibit I of the Agreement is replaced in its
entirety with the following: 
 “Concentration Percentage” means: (a) for any Group A
Obligor, 30%, (b) for any Group B Obligor, 15%, (c) for any Group C Obligor, 10% and (d) for any Group D Obligor, 6%; provided however, that so long as Lowes Companies, Inc. would be a Group B Obligor, the
“Concentration Percentage” for Lowes Companies, Inc. shall be 20%; provided, further that, the “Concentration Percentage” for (i) ABC Supply Co., Inc. shall be 11% so long as ABC Supply Co. is neither a Group A
Obligor nor a Group B Obligor and (ii) Masco Corporation shall be 8% so long as Masco Corporation is neither a Group A Obligor, a Group B Obligor or a Group C Obligor; and provided, further, that the Administrator or any Purchaser
Agent may, from time to time in its sole and absolute discretion, terminate any of the special concentration percentages for any Obligor as set forth in the foregoing provisos (each, a “Special Concentration Percentage”), in each
case upon twenty (20) days’ prior written notice to the Servicer, Seller and, to the extent such notice is delivered by a Purchaser Agent, the Administrator, and upon such termination the “Concentration Percentage” with respect
to such Obligor shall be determined in accordance with this definition without giving effect to the applicable proviso. 
 (i)
The definition of “Concentration Reserve Percentage” set forth in Exhibit I of the Agreement is replaced in its entirety with the following: 

“Concentration Reserve Percentage” means, at any time, (a) the largest of the following:
(i) the sum of the five (5) largest Group D Obligor Receivables balances (up to the Concentration Percentage for each such Obligor), (ii) the sum of the three (3) largest Group C Obligor Receivables balances (up to the
Concentration Percentage for each such Obligor), (iii) the sum of the two (2) largest Group B Obligor Receivables balances (up to the Concentration Percentage for each such Obligor), and (iv) the largest Group A Obligor Receivables
balance (up to the Concentration Percentage for such Obligor), divided by (b) the sum of the outstanding balances of all Eligible Receivables, provided however, that for purposes of the calculation in clause (i) above
so long as ABC Supply Co. Inc. shall be a Group D Obligor, the “Concentration Percentage” for ABC Supply Co. Inc. shall be deemed to be 8%, provided, further, that upon any termination of any Special Concentration Percentage
with respect to any such Obligor, the “Concentration Reserve Percentage” shall be determined without giving effect to the foregoing proviso related to such Obligor. 

  
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 (j) The definition of “Dilution Horizon” set forth in Exhibit I
of the Agreement is amended to read as follows: 
 “Dilution Horizon” means, for any calendar
month, the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of such calendar month of: (a) the aggregate initial Outstanding Balance of all Pool
Receivables generated by the Originators during such calendar month to (b) the Net Receivables Pool Balance at the last day of such calendar month. 
 (k) The definition of “LC Sublimit” set forth in Exhibit I of the Agreement is amended by deleting the amount “$200,000,000” where it appears therein and
substituting the amount “$160,000,000” therefor. 
 (l) The definition of “Liquidity Provider” set
forth in Exhibit I of the Agreement is amended to read as follows: 
 “Liquidity
Provider” means each of the following, including any Affiliate thereof: (a) PNC, (b) Credit Agricole and (c) BNS. 
 (m) The definition of “Purchase Limit” set forth in Exhibit I of the Agreement is amended to read as follows: 

“Purchase Limit” means (i) during the Non-Seasonal Period, $250,000,000 and (ii) during the
Seasonal Period, $200,000,000, in each case, as such amount may be reduced or increased pursuant to the terms hereof. References to the unused portion of the Purchase Limit shall mean, at any time, the Purchase Limit minus the Exposure. 

(n) The definition of “Purchaser Group” set forth in Exhibit I of the Agreement is amended by inserting the
phrase “, if any” immediately before the period at the end thereof. 
 (o) The definition of “Scheduled
Commitment Termination Date” set forth in Exhibit I of the Agreement is amended by replacing the date “December 16, 2014” where it appears therein with the date “July 26, 2016”. 

(p) The definition of “Spike Factor” set forth in Exhibit I of the Agreement is amended to read as follows:

 “Spike Factor” means, for any calendar month, (a) the positive difference, if any,
between: (i) the highest average of the Dilution Ratios for any three consecutive calendar months during the twelve most recent calendar months and (ii) the arithmetic average of the Dilution Ratios for such twelve months times
(b) (i) the highest average of the Dilution Ratios for any three consecutive calendar months during the twelve most recent calendar months divided by (ii) the arithmetic average of the Dilution Ratios for such twelve months.


  
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 (q) The definition of “Yield Reserve Percentage” set forth in
Exhibit I of the Agreement is amended by deleting the number “1.5” where it appears therein and substituting the number “2.25” therefor. 
 (r) Schedule IV of the Agreement is replaced in its entirety with Schedule IV hereto. 
 (s) Annex B of the Agreement is amended by replacing the parenthetical “(of which $             will be funded by the Liberty Street
Purchaser Group and $             will be funded by the Market Street Purchaser Group)” with “(of which $            
will be funded by the Liberty Street Purchaser Group, $             will be funded by the Market Street Purchaser Group and
$             will be funded by the Atlantic Purchaser Group)”. 

(t) Annex C of the Agreement is amended by replacing the parenthetical “(of which
$             will reduce Capital funded by the Liberty Street Purchaser Group and $             will reduce the Capital funded
by the Market Street Purchaser Group)” with “(of which $             will reduce Capital funded by the Liberty Street Purchaser Group,
$             will reduce the Capital funded by the Market Street Purchaser Group and $             will reduce the Capital
funded by the Atlantic Purchaser Group)”. 
 SECTION 6. Effect of Amendment; Ratification. All provisions of the
Agreement, as amended by this Amendment, remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof”, “herein” or words of similar effect
referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as expressly
set forth herein is hereby ratified and confirmed. 

  
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 SECTION 7. Effectiveness of this Amendment. This Amendment shall become effective as
of the date hereof (the “Effective Date”) upon (i) receipt by the Administrator of, each in form and substance satisfactory to the Administrator, counterparts of (A) this Amendment duly executed by each of the parties
hereto and (B) that certain Second Amended and Restated Fee Letter (the “Fee Letter”) duly executed by the Administrator, each Purchaser Agent, each LC Bank, the Seller and Owens Corning Sales, (ii) the payment in full of
the “Structuring Fee” (under and as defined in the Fee Letter) in accordance with the terms of the Fee Letter, (iii) receipt by the Administrator and each Purchaser Agent of certain corporate, enforceability and no conflict opinions
from Sidley Austin LLP, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, (iv) receipt by the Administrator and each Purchaser Agent of certain corporate and no conflict opinions from internal counsel
for the Seller and Owens Corning Sales, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, (v) receipt by the Administrator of a certificate of the Secretary or Assistant Secretary of each of the Seller
and Owens Corning Sales, in form and substance reasonably satisfactory to the Administrator and (vi) the payment in full and receipt by the appropriate party of each portion of the Total Payments, in each case in accordance with
Section 3 above. 
 SECTION 8. Representations and Warranties. Each of Owens Corning Sales and the Seller
hereby represents and warrants to the Administrator, each Purchaser Agent and each Purchaser as follows: 
 (a)
Representations and Warranties. Each of the representations and warranties made by it under the Agreement and each of the Transaction Documents to which it is a party are true and correct in all material respects as of the date hereof (unless
stated to relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date). 

(b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of its
obligations under this Amendment and the Agreement, as amended hereby, are within its organizational powers and have been duly authorized by all necessary organizational action on its parts. This Amendment and the Agreement, as amended hereby, are
such Person’s valid and legally binding obligations, enforceable in accordance with its respective terms. 

(c) No Default. Both before and immediately after giving effect to this Amendment and the transactions contemplated
hereby, no Termination Event, Unmatured Termination Event or Servicer Default exists or shall exist. 
 (d)
Further Assurances. Such Person agrees to provide (or to cause to be provided) to the Administrator a copy of all agreements, documents, certificates and instruments, if any, relating to the subject matter of this Amendment, as the
Administrator may reasonably request. 
 SECTION 9. Limited Representations and Warranties. Each of BNS, as a Related
Committed Purchaser and a Purchaser Agent on behalf of Liberty Street, and PNC, as a Related 

  
 12 









 
Committed Purchaser and a Purchaser Agent on behalf of Market Street, hereby represent and warrant as of the date hereof, that: 

(a) such Person is the sole owner of the rights, title and interest in and to the interests being transferred by it
hereunder free of any Adverse Claim created by or through it; and 
 (b) the aggregate outstanding amount of
Capital of the Conduit Purchaser in its Purchaser Group is set forth on Exhibit A hereto. 
 SECTION 10.
Miscellaneous. 
 (a) Counterparts. This Amendment may be executed in any number of counterparts,
and by the different parties hereto on the same or separate counterparts, each of which when so executed and delivered shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Delivery by
facsimile or email of an executed signature page of this Amendment shall be effective as delivery of an original executed counterpart hereof. 
 (b) Section Headings. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction
of any of the provisions hereof. 
 (c) Fees and Expenses. The Seller unconditionally agrees to pay within
10 Business Days of any demand therefor all reasonable and documented costs and expenses incurred by the Administrator, any Purchaser Agent and/or any Purchaser in connection with the preparation, execution and delivery of this Amendment and the
transactions contemplated hereby, including, without limitation, reasonable fees, costs and expenses of legal counsel for the Administrator, the Purchaser Agents and the Purchasers. 

(d) Transaction Document. This Amendment shall constitute a Transaction Document. 

(e) GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 
 (f) JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK;
AND, BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE 

  
 13 









 
GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR ANY DOCUMENT RELATED HERETO.
EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW. 
 (signatures begin on the next page) 

  
 14 









 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

			
	OWENS CORNING SALES, LLC,
	as Servicer
		
	By:	 	 /s/ Jonathan Lyons

	Name:	 	Jonathan Lyons
	Title:	 	Treasurer


  

			
	OWENS CORNING RECEIVABLES LLC,
	as Seller
		
	By:	 	 /s/ Jonathan Lyons

	Name:	 	Jonathan Lyons
	Title:	 	Assistant Treasurer



  

					
		 	S-1	 	Second Amendment to
		 		 	A&R RPA (Owens Corning)









 
			
	THE BANK OF NOVA SCOTIA,
	as Administrator
		
	By:	 	 /s/ Paula J. Czach

	Name:	 	Paula J. Czach
	Title:	 	Managing Director


  

			
	THE BANK OF NOVA SCOTIA,
	as a Related Committed Purchaser
		
	By:	 	 /s/ Paula J. Czach

	Name:	 	Paula J. Czach
	Title:	 	Managing Director


  

			
	THE BANK OF NOVA SCOTIA,
	as an LC Bank
		
	By:	 	 /s/ Paula J. Czach

	Name:	 	Paula J. Czach
	Title:	 	Managing Director


  

			
	THE BANK OF NOVA SCOTIA,
	as a Purchaser Agent
		
	By:	 	 /s/ Paula J. Czach

	Name:	 	Paula J. Czach
	Title:	 	Managing Director



  

					
		 	S-2	 	Second Amendment to
		 		 	A&R RPA (Owens Corning)









 
			
	LIBERTY STREET FUNDING LLC,
	as a Conduit Purchaser
		
	By:	 	 /s/ Jill A. Russo

	Name:	 	Jill A. Russo
	Title:	 	Vice President



  

					
		 	S-3	 	Second Amendment to
		 		 	A&R RPA (Owens Corning)









 
			
	MARKET STREET FUNDING LLC,
	as a Conduit Purchaser
		
	By:	 	/s/ Doris J. Hearn
	Name:	 	Doris J. Hearn
	Title:	 	Vice President



  

					
		 	S-4	 	Second Amendment to
		 		 	A&R RPA (Owens Corning)









 
			
	PNC BANK, NATIONAL ASSOCIATION,
	as a Related Committed Purchaser
		
	By:	 	/s/ Mark Falcione
	Name:	 	Mark Falcione
	Title:	 	Executive Vice President


  

			
	PNC BANK, NATIONAL ASSOCIATION,
	as an LC Bank
		
	By:	 	/s/ Mark Falcione
	Name:	 	Mark Falcione
	Title:	 	Executive Vice President


  

			
	PNC BANK, NATIONAL ASSOCIATION,
	as a Purchaser Agent
		
	By:	 	/s/ Mark Falcione
	Name:	 	Mark Falcione
	Title:	 	Executive Vice President



  

					
		 	S-5	 	Second Amendment to
		 		 	A&R RPA (Owens Corning)









 
			
	ATLANTIC ASSET SECURITIZATION LLC,
	as a Conduit Purchaser
		
	By:	 	/s/ Kostantina Kourmpetis
	Name:	 	Kostantina Kourmpetis
	Title:	 	Managing Director


 
			
		
	By:	 	/s/ Sam Pilcer 
	Name:	 	Sam Pilcer
	Title:	 	Managing Director



  

					
		 	S-6	 	Second Amendment to
		 		 	A&R RPA (Owens Corning)









 
			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Related Committed Purchaser
		
	By:	 	/s/ Kostantina Kourmpetis
	Name:	 	Kostantina Kourmpetis
	Title:	 	Managing Director


 
			
		
	By:	 	/s/ Sam Pilcer 
	Name:	 	Sam Pilcer 
	Title:	 	Managing Director



  

					
		 	S-7	 	Second Amendment to
		 		 	A&R RPA (Owens Corning)









 
			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Purchaser Agent
		
	By:	 	/s/ Kostantina Kourmpetis
	Name:	 	Kostantina Kourmpetis
	Title:	 	Managing Director


 
			
		
	By:	 	/s/ Sam Pilcer 
	Name:	 	Sam Pilcer 
	Title:	 	Managing Director



  

					
		 	S-8	 	Second Amendment to
		 		 	A&R RPA (Owens Corning)









 SCHEDULE IV 
 GROUP COMMITMENTS 
 A. Solely for purposes during any Non-Seasonal Period: 

 

									
	 Purchaser Group
 Name
	  	 Capacity
	  	Commitment	  	Group
Commitment	 
	 Liberty Street Purchaser Group
	  	Purchaser Group	  	N/A	  	 	$125,000,000	  
	 Liberty Street
	  	Conduit Purchaser	  	N/A	  			
	 BNS
	  	Related Committed Purchaser	  	$125,000,000	  			
	 BNS
	  	LC Bank	  	$100,000,000	  			
	 BNS
	  	Purchaser Agent	  	N/A	  			
	 Market Street Purchaser Group
	  	Purchaser Group	  	N/A	  	 	$75,000,000	  
	 Market Street
	  	Conduit Purchaser	  	N/A	  			
	 PNC
	  	Related Committed Purchaser	  	$75,000,000	  			
	 PNC
	  	LC Bank	  	$60,000,000	  			
	 PNC
	  	Purchaser Agent	  	N/A	  			
	 Atlantic Purchaser Group
	  	Purchaser Group	  	N/A	  	 	$50,000,000	  
	 Atlantic
	  	Conduit Purchaser	  	N/A	  			
	 Credit Agricole
	  	Related Committed Purchaser	  	$50,000,000	  			
	 Credit Agricole
	  	Purchaser Agent	  	N/A	  			

  

  
 Schedule IV-1









 B. Solely for purposes during any Seasonal Period: 

 

									
	 Purchaser Group
 Name
	  	 Capacity
	  	Commitment	  	Group
Commitment	 
	 Liberty Street Purchaser Group
	  	Purchaser Group	  	N/A	  	$	100,000,000	  
	 Liberty Street
	  	Conduit Purchaser	  	N/A	  			
	 BNS
	  	Related Committed Purchaser	  	$100,000,000	  			
	 BNS
	  	LC Bank	  	$100,000,000	  			
	 BNS
	  	Purchaser Agent	  	N/A	  			
	 Market Street Purchaser Group
	  	Purchaser Group	  	N/A	  	$	60,000,000	  
	 Market Street
	  	Conduit Purchaser	  	N/A	  			
	 PNC
	  	Related Committed Purchaser	  	$60,000,000	  			
	 PNC
	  	LC Bank	  	$60,000,000	  			
	 PNC
	  	Purchaser Agent	  	N/A	  			
	 Atlantic Purchaser Group
	  	Purchaser Group	  	N/A	  	$	40,000,000	  
	 Atlantic
	  	Conduit Purchaser	  	N/A	  			
	 Credit Agricole
	  	Related Committed Purchaser	  	$40,000,000	  			
	 Credit Agricole
	  	Purchaser Agent	  	N/A	  			

  

  
 Schedule IV-2









 EXHIBIT A 
 Prior to giving effect to this Amendment, the Group Capital with respect to each Purchaser Group is set forth below: 
  

					
	 Liberty Street:
	  	$	121,169,293	  
	 Market Street:
	  	$	83,330,707	  
	 Atlantic:
	  	$	0	  

 After giving effect to this Amendment, the Group Capital with respect to each Purchaser Group is set forth below:

  

					
	 Liberty Street:
	  	$	97,429,864	  
	 Market Street:
	  	$	58,474,053	  
	 Atlantic:
	  	$	48,596,083	  

 Payment Information: 
  

					
	 Liberty Street Payment
	  	$	23,739,429	  
	 Market Street Payment
	  	$	24,856,654	  
	 Total Payments
	  	$	48,596,083	  


  
 Exhibit A-1









 EXHIBIT B 
 (Wiring Instructions) 
 Wiring Instructions with respect to amounts payable to the Liberty Street
Purchaser Agent: 
 The Bank of Nova Scotia - New York Agency 

ABA#: 026 - 002532 
 Account: Liberty Street Funding LLC 
 Acct#: 2158-13 

Wiring Instructions with respect to amounts payable to the Market Street Purchaser Agent: 

Bank: PNC Bank, NA 
 ABA #043 000 096 
 Account #1002422076 

Account Name: Market Street Funding LLC 
 Ref: Owens Corning 

  
 Exhibit B-1