AMENDMENT NO. 2
DATED AS OF NOVEMBER 30, 1998
TO
CREDIT AGREEMENT
DATED AS OF JUNE 26, 1997
This Amendment No. 2 dated as of November 30, 1998 (the "Amendment") is to
the Credit Agreement dated as of June 26, 1997, as amended by the Amendment
No. 1 thereto dated as of February 20, 1998 (as so amended, the "Credit
Agreement"), among Owens Corning, the other Borrowers and Guarantors parties
thereto, the Banks parties thereto and Credit Suisse First Boston, as Agent.
Terms defined in the Credit Agreement have the same meanings when used in
this Amendment.
Owens Corning, the other Loan Parties, the Banks, and the Agent hereby
agree as follows:
1. Restricted Payments. (a) Section 8.08(b) of the Agreement is
hereby amended to delete the figure "$15,000,000" and to insert in lieu
thereof the figure "$20,000,000".
(b) Section 8.08 of the Agreement is hereby further amended to
insert the word "and" prior to clause (e) thereof, to insert a period in
lieu of the semi-colon at the end of clause (e) thereof and to delete clause
(f) thereof.
2. Interest Coverage Ratio. Section 8.15 of the Agreement is hereby
amended to read as follows:
"Section 8.15 Interest Coverage Ratio.
Commencing with the calendar quarter ending
September 30, 1997, permit the ratio of
Consolidated Adjusted EBITDA to
Consolidated Interest Expense as of the
last day of any calendar quarter to be less
than the following respective amounts for
the periods of four consecutive calendar
quarters of the Company ending on the last
day of the respective calendar quarters
ending on the following dates (treating
those four consecutive calendar quarters as
a single period for the purpose of
determining such ratio):
Calendar Quarter Ending Ratio
March 31, 1998 2.5 to 1.0
June 30, 1998 and 2.25 to 1.0
September 30, 1998
Each other March 31, June 3.0 to 1.0;
30, September 30 and
December 31
provided, however, that from and after the
occurrence of the National Settlement
Program Effective Date and so long as the
National Settlement Program shall be in
full force and effect, for the purpose of
calculating the above ratio, the definition
of Consolidated Adjusted EBITDA shall be as follows:
"Consolidated Adjusted EBITDA" means,
for any period, (i) Consolidated EBITDA
for such period, minus (ii) to the
extent not deducted in the computation
of EBIT for such period, the net after
tax amount of the lesser of (A) the
remainder (but not less than 0) of (I)
actual cash payments made during such
period with respect to claims arising
out of the use of or exposure to
asbestos products, minus (II) to the extent not
added in the computation of EBIT for
such period, the amount of actual cash
payments (including under insurance
policies) received during such period
with respect to claims arising out of
the use of or exposure to asbestos
products, and (B) $200,000,000, in
respect of each period of four
consecutive calendar quarters ending
September 30 and December 31, 1999,
March 31, June 30, September 30 and
December 31, 2000 and 2001 and March
31, 2002, plus (iii) to the extent not
added in the calculation of EBIT for
such period and to the extent not
subtracted pursuant to clause
(ii)(A)(II) above, the net after tax
amount of actual cash payments
(including under insurance policies)
received during such period with
respect to claims arising out of the
use of or exposure to asbestos
products, minus (iv) to the extent not
deducted in the computation of EBIT
for such period, the amount of actual
cash payments to the extent that such
payments are charged against any
reserves established by the Company
and its Subsidiaries referred to in
clause (iii) of the definition of
Consolidated EBITDA, and minus (v) to
the extent that (x) the remainder
described in the preceding clause (ii)
(A) exceeds, during any of the
calendar years 1999, 2000 and 2001,
$200,000,000 or, during the calendar
year 2002, $100,000,000, and (y) the
sum of such excess amounts exceeds
$900,000,000, then from and including
the calendar quarter in which such
excess above $900,000,000 occurs and
for the three succeeding calendar
quarters and from and including each
subsequent calendar quarter in which
an increase in such excess occurs and
for the three succeeding calendar
quarters, the net after-tax amount
corresponding to such excess above
$900,000,000 and to each such increase
in such excess."
3. Leverage Ratio. Section 8.16 of the Agreement is
hereby amended to add at the end of such Section the
following:
"; provided, however, that from and after
the occurrence of the National Settlement
Program Effective Date and so long as the
National Settlement Program shall be in
full force and effect, the Company shall
not permit the Leverage Ratio to be greater
than the following respective amounts at
any time during the following respective
periods:
Period Leverage
Ratio December 1, 1998 through 3.5 to 1.0
December 31, 2001
January 1, 2002 and thereafter 3.0 to 1.0
4. Asbestos Claims Information. Section 9.01
of the Agreement is hereby amended to add thereto a new sub-
Section (f) as follows:
"(f) Asbestos Claims Information.
(i) As soon as available and in any event
within 60 days after the close of each
calendar quarter of the Company, a
certificate of the Company's General
Counsel with respect to:
(A) the total number of asbestos
related health claims
settled by the Company and
its Subsidiaries (other than
Fibreboard) during the
preceding calendar quarter;
(B) the total amount of such
settlements during such
calendar quarter;
(C) the total payments made in
respect of all asbestos
related health claims during
such calendar quarter;
(D) the total number of new
asbestos related health
claims made against the
Company and its Subsidiaries
(other than Fibreboard)
during such calendar quarter
and the total number of such
new claims that are subject
to long-term agreements
between the Company and its
Subsidiaries (other than
Fibreboard) and the counsel
representing the persons
making such claims; and
(E) the total number, as of the
end of such calendar
quarter, of outstanding
asbestos related health
claims against the Company
and its Subsidiaries (other
than Fibreboard) not subject
to signed settlement
agreements.
(ii) In the event that the United
States Supreme Court (x) on or
before December 31, 1999, does
not affirm the January 27, 1998
decision of the United States
Court of Appeals for the Fifth
Circuit approving the Global
Settlement (as defined in the
Quarterly Report on Form 10-Q by
the Company to the Securities and
Exchange Commission for the
quarter ended September 30,
1998), or (y) at any time
reverses such Fifth Circuit
decision or imposes conditions or
limitations on the Global
Settlement that materially reduce
the benefit thereof to
Fibreboard, then, as soon as
available and in any event within
60 days after the close of each
calendar quarter of the Company
ending on or after the earlier of
March 31, 2000 and the date of
the decision of such reversal or
imposing such conditions or
limitations, and until and unless
the United States Supreme Court
shall approve the Global
Settlement (without imposing such
conditions or limitations) or
affirm a lower court decision so
approving the Global Settlement,
a
certificate of the Company's
General Counsel with respect to:
(A) the total number of asbestos
related health claims
settled by Fibreboard during
the preceding calendar
quarter;
(B) the total amount of such
settlements during such
calendar quarter;
(C) the total payments made in
respect of all asbestos
related health claims during
such calendar quarter;
(D) the total number of new
asbestos related health
claims made against
Fibreboard during such
calendar quarter and the
total number of such new
claims that are subject to
long-term agreements between
Fibreboard and the counsel
representing the persons
making such claims; and
(E) the total number, as of the
end of such calendar
quarter, of outstanding
asbestos related health
claims against Fibreboard
not subject to signed
settlement agreements.
5. Definitions. The definitions in Section 15.01(a) of
the Agreement are hereby amended as follows:
"BA Margin" means, at any time, the
rate per annum equal to the sum of (i) the
applicable Utilization Fee at such time,
plus (ii) the rate per annum determined at
such time based upon the S&P Rating and
Moody's Rating at such time set forth under
the relevant column heading below opposite
such Investment Ratings:
Investment Rating Rating Margin
1. S&P Rating not lower than 0.40%
BBB+ and Moody's Rating not
lower than Baa1
2. S&P Rating lower than BBB+ 0.50%
or Moody's Rating lower
than Baa1, but S&P Rating
not lower than BBB and
Moody's Rating not lower
than Baa2
3. S&P Rating lower than BBB 0.625%
or Moody's Rating lower
than Baa2, but S&P Rating
not lower than BBB- and
Moody's Rating not lower
than Baa3
4. S&P Rating lower than BBB-
1.00% or Moody's Rating lower
than Baa3, but S&P Rating not
lower than BB+ and Moody's Rating
not lower than Ba1
5. S&P Rating lower than BB+ 1.25%
or Moody's Rating lower
than Ba1
"COF Margin" means, at any time,
the rate per annum equal to the sum of (i) the
applicable Utilization Fee at such time, plus
(ii) the rate per annum determined at such time
based upon the S&P Rating and Moody's Rating at
such time set forth under the relevant column
heading below opposite such Investment Ratings:
Investment Rating Rating Margin
1. S&P Rating not lower than 0.40%
BBB+ and Moody's Rating
not lower than Baa1
2. S&P Rating lower than 0.50%
BBB+ or Moody's Rating
lower than Baa1, but S&P
Rating not lower than BBB
and Moody's Rating not lower
than Baa2
3. S&P Rating lower than BBB 0.625%
or Moody's Rating lower
than Baa2, but S&P Rating not lower
than BBB- and Moody's Rating not lower
than Baa3
4. S&P Rating lower than BBB- 1.00%
or Moody's Rating lower
than Baa3, but S&P Rating not
lower than BB+ and Moody's Rating
not lower than Ba1
5. S&P Rating lower than BB+ 1.25%
or Moody's Rating lower
than Ba1
"Eurocurrency Margin" means, at any time, the
rate per annum equal to the sum of (i) the applicable
Utilization Fee at such time, plus (ii) the rate per
annum determined at such time based upon the S&P
Rating and Moody's Rating at such time set forth
under the relevant column heading below opposite such
Investment Ratings:
Investment Rating Rating Margin
1. S&P Rating not lower than 0.40%
BBB+ and Moody's Rating
not lower than Baa1
2. S&P Rating lower than BBB+ 0.50%
or Moody's Rating lower
than Baa1, but S&P Rating not lower
than BBB and Moody's Rating not lower
than Baa2
3. S&P Rating lower than BBB 0.625%
or Moody's Rating lower
than Baa2, but S&P Rating not lower
than BBB- and Moody's Rating not lower
than Baa3
4. S&P Rating lower than BBB- 1.00%
or Moody's Rating lower
than Baa3, but S&P Rating not lower
than BB+ and Moody's Rating not lower
than Ba1
5. S&P Rating lower than BB+ 1.25%
or Moody's Rating lower
than Ba1
"Facility Fee Rate" means, at any time, a rate
per annum determined at such time based upon the
Investment Ratings in effect by S&P and Moody's at
such time set forth under the relevant column heading
below opposite such Investment Ratings:
Investment Rating Facility Fee
Rate
1. S&P rating not lower than 0.20%
BBB+ and Moody's rating
not lower than Baa1
2. S&P rating lower than BBB+ 0.25%
or Moody's rating lower
than Baa1, but S&P rating not lower
than BBB and Moody's rating not lower
than Baa2
3. S&P rating lower than BBB 0.25%
or Moody's rating lower
than Baa2, but S&P rating not lower
than BBB- and Moody's rating not lower
than Baa3
4. S&P rating lower than BBB- 0.50%
or Moody's rating lower
than Baa3, but S&P rating not lower
than BB+ and Moody's rating not lower
than Ba1
5. S&P rating lower than BB+ 0.50%
or Moody's rating lower
than Ba1
"National Settlement Program" refers to the
Company's program to enter into agreements with
plaintiff's counsel representing individuals or
entities who have made claims against the Company as
of November 30, 1998 on the basis of asbestos-caused
personal injury, provided that such agreements (a)
include provisions which either finally settle or set
forth an administrative mechanism for the subsequent
resolution of any such claim without the need for a
civil trial, (b) may not be revoked or canceled by
such claimants or their counsel, (c) provide for
payments by the Company with respect to such claims,
net of applicable insurance proceeds, in an aggregate
amount not to exceed $1,600,000,000, and (d) the
number of claims subject to such agreements is not
less than 150,000.
"National Settlement Program Effective Date"
means the date on which the Company has entered into
the various agreements described as the National
Settlement Program.
"Utilization Fee" means, at any time, a rate per
annum equal to (i) if the aggregate principal amount
of the Dollar Equivalent Amount of Loans, L/C
Participations and Canadian L/C Participations
outstanding exceeds 50% of the amount of the
Commitments at such time, (A) if the S&P Rating is
higher than or equal to BBB- or the Moody's Rating is
higher than or equal to Baa3, 0%, and (B) if the S&P
Rating is lower than BBB- and the Moody's Rating is
lower than Baa3, 0%, or (ii) if the aggregate
principal amount of the Dollar Equivalent Amount of Loans, L/C
Participations and Canadian L/C Participations
outstanding does not exceed 50% of the amount of the
Commitments at such time, 0%.
6. Agreement Continues. Except as expressly amended
hereby, the Agreement shall remain in full force and effect.
Each reference to the "Agreement" in the Agreement and the
other Loan Documents shall be deemed to be a reference to the
Agreement as amended hereby. The amendments set forth herein
shall not be deemed to be a consent to any other waiver or
amendment in respect of the Agreement or any other Loan
Document.
7. Representations and Warranties. In order to induce
the Banks and the Agent to enter into this Amendment, the Company
hereby represents and warrants to the Banks and the Agent that:
(a) it has full power, capacity, right and legal
authority to execute, deliver and perform its obligations under
this Amendment and the Agreement as amended hereby and has
taken all action necessary to authorize the execution and
delivery of, and the performance of its obligations under, this
Amendment and the Agreement as amended hereby;
(b) this Amendment and the Agreement as amended
hereby constitute its legal, valid and binding obligations
enforceable against it in accordance with their respective
terms, subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally;
(c) the representations and warranties contained in
the Agreement are true and correct on and as of the date
hereof as though made on and as of the date hereof;
(d) no Default or Event of Default has occurred and
is continuing, or would result from the execution, delivery and
performance by it of this Amendment or the Agreement as amended
hereby; and
(e) as of the date hereof, there are pending against
the Company approximately 196,000 asbestos related health
claims of which:
(i) approximately 150,000 of such claims are
the subject of written agreements to settle
between the Company and the claimants
and/or their counsel;
(ii) approximately 20,000 of such claims are
subject to annual docket agreements;
(iii) approximately 13,500 of such claims have
been previously settled and are subject to
binding agreements with respect to which
all required payments have not yet been
made; and
(iv) approximately 4,500 of such claims are no
longer being pursued actively.
8. Amendment Fee. The Company hereby agrees to pay an
amendment fee to each Bank that executes this Amendment and
delivers, by fax, a signed copy of this Amendment to Winthrop,
Stimson, Putnam & Roberts, Attention: William C.F. Kurz,
Counsel for the Agent, Fax number (212) 858-1500, at or prior
to 12:00 Noon, New York City time, on Monday, November 30,
1998. Such amendment fee shall be equal to 0.15% of such Bank's
Commitment.
9. Effectiveness. This Amendment shall become effective
upon (a) execution hereof by the Company and the Majority
Banks, and (b) payment by the Company to the Agent for the
respective accounts of the Banks entitled thereto the amendment
fees provided in the preceding Section 8 hereof.
10. Governing Law. Pursuant to New York General
Obligations Law Section 5-1401, this Amendment shall be
governed by the law of the State of New York.
11. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto
were upon the same instrument.
12. Entire Agreement. This Amendment embodies the entire
agreement among the Company, each other Loan Party, the Banks
and the Agent with respect to the subject matter hereof and
supercedes all prior agreements, representations and
understandings, if any, relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be executed by their duly authorized
officers as of the day and year first written above.
OWENS CORNING
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
as Agent and as a Bank
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
ARAB BANK PLC
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
BANK OF AMERICA ILLINOIS
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE BANK OF NEW YORK
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
BANQUE NATIONALE DE PARIS
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
BARCLAYS BANK PLC
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE CHASE MANHATTAN BANK
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
CIBC, INC.
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
CITIBANK N.A.
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
CREDIT COMMUNAL DE BELGIQUE S.A.
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
CREDIT LYONNAIS CHICAGO BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
DAI-ICHI KANGYO BANK, LTD.
CHICAGO BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
DRESDNER BANK AG
NEW YORK AND GRAND CAYMAN BRANCHES
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
FLEET NATIONAL BANK
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE FUJI BANK, LIMITED
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
GENERALE BANK NEW YORK BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
ISTITUTO BANCARIO SAN PAOLO DI TORINO,
S.P.A., NEW YORK BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
KREDIETBANK N.V., GRAND CAYMAN BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By:_________________________________
Name:
Title:
MELLON BANK, N.A.
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
MERCANTILE BANK N.A.
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION, CHICAGO BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE MITSUI TRUST AND BANKING COMPANY,
LIMITED, NEW YORK BRANCH
By:__________________________________
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
NATIONSBANK, N.A.
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE NORTHERN TRUST COMPANY
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
ROYAL BANK OF CANADA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE SAKURA BANK, LIMITED
NEW YORK BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE SANWA BANK, LIMITED,
CHICAGO BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
SOCIETE GENERALE
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
STANDARD CHARTERED BANK
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE SUMITOMO BANK, LTD.
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
SUMITOMO BANK OF CALIFORNIA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE SUMITOMO TRUST & BANKING
CO., LTD. NEW YORK BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
SUNTRUST BANK, ATLANTA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE TORONTO DOMINION (TEXAS), INC.
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
WACHOVIA BANK OF GEORGIA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
WELLS FARGO BANK (TEXAS),
NATIONAL ASSOCIATION
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE
NEW YORK BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
BANK OF TOKYO-MITSUBISHI (CANADA)
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
FIRST CHICAGO NBD BANK CANADA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE CHASE MANHATTAN BANK OF CANADA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON CANADA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
MELLON BANK CANADA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
ROYAL BANK OF CANADA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
SOCIETE GENERALE (CANADA)
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
EUROPEAN OWENS-CORNING FIBERGLAS S.A.
By:_________________________________
Name: Michael I. Miller
Title: Authorized Signatory
N.V. OWENS-CORNING S.A.
By:_________________________________
Name: Michael I. Miller
Title: Authorized Signatory
OWENS-CORNING CANADA INC.
By:_________________________________
Name: Michael I. Miller
Title: Authorized Signatory
OWENS-CORNING UK HOLDINGS LTD.
By:_________________________________
Name: Michael I. Miller
Title: Authorized Signatory
SIERRA CORP.
By:_________________________________
Name: Michael I. Miller
Title: Authorized Signatory
FALCON FOAM CORPORATION,
as Guarantor
By:_________________________________
Name: Michael I. Miller
Title: Authorized Signatory
IPM INC.,
as Guarantor
By:_________________________________
Name: Michael I. Miller
Title: Authorized Signatory
OWENS-CORNING FIBERGLAS SWEDEN INC.,
as Guarantor
By:_________________________________
Name: Michael I. Miller
Title: Authorized Signatory
OWENS-CORNING FIBERGLAS TECHNOLOGY
INC., as Guarantor
By:_________________________________
Name: Michael I. Miller
Title: Authorized Signatory
SOLTECH, INC.,
as Guarantor
By:_________________________________
Name: Michael I. Miller
Title: Authorized Signatory
OWENS-CORNING FIBERGLAS (U.K.) LTD.
By___________________________
Michael I. Miller
Authorized Signatory
OWENS-CORNING BUILDING PRODUCTS
(U.K.) LTD.
By___________________________
Michael I. Miller
Authorized Signatory
OWENS CORNING POLYFOAM UK LTD.
By___________________________
Michael I. Miller
Authorized Signatory
OWENS-CORNING ISOLATION FRANCE S.A.
By___________________________
Michael I. Miller
Authorized Signatory