OWENS CORNING THIRD SUPPLEMENTAL INDENTURE

EX-4.1 2 dex41.htm THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture

Exhibit 4.1

OWENS CORNING

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 24, 2008, among OCV Fabrics US, Inc., a Maine corporation (the “Guaranteeing Subsidiary”), a subsidiary of Owens Corning, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and LaSalle Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 31, 2006 providing for the issuance of 6.50% Senior Notes due 2016 and the 7.00% Senior Notes due 2036 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);

WHEREAS, the Guaranteeing Subsidiary, concurrently with the execution of this Supplemental Indenture, will guarantee the Company’s Obligations under the Credit Agreement; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.


5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

OCV Fabrics US, Inc.
By:   /s/ Stephen K. Krull
Name:     Stephen K. Krull
Title:   Authorized Representative
Owens Corning
By:   /s/ Ralph A. Than
Name:   Ralph A. Than
Title:   Vice President Finance and Treasurer
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Senior Vice President, General
  Counsel and Secretary
CDC Corporation
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
Engineered Pipe Systems, Inc.
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative
Eric Company
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative
Falcon Foam Corporation
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative

Signature Page to Supplemental Indenture


INTEGREX Ventures LLC
By:   /s/ Stephen K. Krull
Name:     Stephen K. Krull
Title:   Authorized Representative
IPM, Inc.
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
Jefferson Holdings, Inc.
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
Modulo USA LLC
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
OCCV1, Inc.
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative
OCCV2, LLC
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative
OCCV3, LLC
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative
OCCV4, LLC
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative

Signature Page to Supplemental Indenture


Owens Corning Composite Materials, LLC
By:   /s/ Stephen K. Krull
Name:     Stephen K. Krull
Title:   Authorized Representative
Owens Corning Construction Services, LLC
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
Owens Corning Masonry Products, LLC (f/k/a Owens Corning Cultured Stone, LLC)
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
OCV Intellectual Capital, LLC (f/k/a Owens-Corning Fiberglas Technology II, LLC
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
Owens Corning Foam Insulation, LLC
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative
Owens Corning Franchising, LLC
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative
Owens-Corning Funding Corporation
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative

Signature Page to Supplemental Indenture


Owens Corning HOMExperts, Inc.
By:   /s/ Stephen K. Krull
Name:     Stephen K. Krull
Title:   Authorized Representative
Owens Corning HT, Inc.
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
Owens Corning Insulating Systems, LLC
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
Owens Corning Intellectual Capital, LLC
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
Owens Corning Overseas Holding, Inc.
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative
Owens Corning Roofing and Asphalt, LLC
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative
Owens Corning Sales, LLC (f/k/a Owens Corning Sales, Inc.)
By:   /s/ Ralph A. Than

Name:

  Ralph A. Than

Title:

  Vice President Finance and Treasurer
Owens Corning Science and Technology, LLC
By:   /s/ Stephen K. Krull

Name:

  Stephen K. Krull

Title:

  Authorized Representative

Signature Page to Supplemental Indenture


Owens Corning U.S. Holdings, LLC
By:   /s/ Stephen K. Krull
Name:     Stephen K. Krull
Title:   Authorized Representative
Palmetto Products, Inc
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
Soltech, Inc.
By:   /s/ Stephen K. Krull
Name:   Stephen K. Krull
Title:   Authorized Representative
LaSalle Bank National Association,
as Trustee
By:   /s/ Margaret M. Muir
  Authorized Signatory

Signature Page to Supplemental Indenture