Facility Revolving Note EXHIBIT B-4
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Form
of European Borrower Euro Facility Revolving Note EXHIBIT B-5
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Form of
U.S. Borrower Canadian Facility Revolving Note EXHIBIT B-6
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Form of
Canadian Borrower Canadian Facility Revolving Note EXHIBIT B-7
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Form of
Swingline Note EXHIBIT B-8
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Form of Competitive Bid Note EXHIBIT C
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Form of Notice of Conversion/Continuation EXHIBIT D
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Form of Letter of
Credit Request EXHIBIT E
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Form of Section 4.04(b)(ii) Certificate EXHIBIT
F
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Form of Opinion of Sidley Austin LLP EXHIBIT G-1
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Form of
Officers' Certificate EXHIBIT G-2
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Form of Secretary's Certificate
EXHIBIT H
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Form of Solvency Certificate EXHIBIT I
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Form of Consent
Letter EXHIBIT J
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Form of Subsidiaries Guaranty EXHIBIT K
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Form of
Intercompany Subordination Agreement EXHIBIT L
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Form of Compliance
Certificate EXHIBIT M
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Form of Assignment and Assumption Agreement
EXHIBIT N
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Form of Contingent Note EXHIBIT O
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Form of Subsidiary
Borrower Assumption Agreement EXHIBIT P
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Form of Administrative
Questionnaire
(v)
CREDIT AGREEMENT, dated as of October 31, 2006, among OWENS CORNING, a Delaware
corporation (the "U.S. Borrower"), the Lenders from time to time party hereto,
and CITIBANK, N.A., as Administrative Agent (in such capacity, the
"Administrative Agent"). In addition, upon the satisfaction of the conditions
specified in Section 5B, additional Wholly-Owned Subsidiaries of the U.S.
Borrower may become parties hereto as Subsidiary Borrowers. Capitalized terms
used herein shall have the meanings specified in Section 11.
W I T N E S S E T H:
WHEREAS, on October 5, 2000, Old Owens and certain of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware;
WHEREAS, on July 10, 2006, Old Owens and the other debtors filed the Plan of
Reorganization incorporating the terms of a settlement with their major creditor
constituencies and providing for the emergence of the debtors from bankruptcy;
WHEREAS, under the Plan of Reorganization, among other terms and conditions, the
U.S. Borrower will become the new holding company of Old Owens and its
subsidiaries; and
WHEREAS, subject to and upon the terms and conditions herein set forth, the
Lenders are willing to make available to the Borrowers on a several (and not
joint) basis the credit facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1. Amount and Terms of Credit.
1.01 Commitments.
(a) Term Loans. Subject to and upon the terms and conditions set forth herein,
each Lender with a Term Loan Commitment severally agrees to make a term loan
(each, a "Term Loan") to the U.S. Borrower, which Term Loans:
(i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the
Delayed Borrowing Date for the purposes described in Section 7.08(a);
(ii) shall be denominated in Dollars;
(iii) except as hereafter provided, shall, at the option of the U.S. Borrower,
be incurred and maintained as, and/or converted into, Base Rate Loans or