-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DeMOgmjwHq51ZYL54rT76mW+u+Ffxv3oizKf5gRCoJ6I4yWD5HTT/7h52GXwrtwl CS5LRCDUD8LGWSgPzh0qNQ== 0001123292-06-000650.txt : 20061113 0001123292-06-000650.hdr.sgml : 20061113 20061113173152 ACCESSION NUMBER: 0001123292-06-000650 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20061113 DATE AS OF CHANGE: 20061113 GROUP MEMBERS: D. E. SHAW & CO., L.L.C. GROUP MEMBERS: D. E. SHAW OCULUS PORTFOLIOS, L.L.C. GROUP MEMBERS: D.E. SHAW & CO. L.P. GROUP MEMBERS: DAVID E. SHAW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Owens Corning CENTRAL INDEX KEY: 0001370946 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82162 FILM NUMBER: 061210377 BUSINESS ADDRESS: STREET 1: ONE OWENS CORNING PARKWAY CITY: TOLEDO STATE: OH ZIP: 43659 BUSINESS PHONE: 419-248-8000 MAIL ADDRESS: STREET 1: ONE OWENS CORNING PARKWAY CITY: TOLEDO STATE: OH ZIP: 43659 FORMER COMPANY: FORMER CONFORMED NAME: Owens Corning (Reorganized) Inc. DATE OF NAME CHANGE: 20060731 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. CENTRAL INDEX KEY: 0001263972 IRS NUMBER: 010577802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: D.E. SHAW LAMINAR PORTFOLIOS, L.L.C. DATE OF NAME CHANGE: 20060928 FORMER COMPANY: FORMER CONFORMED NAME: DE SHAW LAMINAR PORTFOLIOS LLC DATE OF NAME CHANGE: 20030916 SC 13D 1 sc13dowens111306a.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Owens Corning

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

690742101

(CUSIP Number)

D. E. Shaw Laminar Portfolios, L.L.C.

Attn: Compliance Department

120 West Forty-Fifth Street

Floor 39, Tower 45

New York, NY 10036

212-478-0000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 31, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 690742101
1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons D. E. Shaw Laminar Portfolios, L.L.C. FEIN 01-0577802
2	Check the Appropriate Box if a Member of a Group			(a) [ ] (b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions) WC (See Item 3 of this Schedule 13D)
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			[ ]
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 22,017,822
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 22,017,822
11	Aggregate Amount Beneficially Owned by Each Reporting Person 22,017,822
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			[ ]
13	Percent of Class Represented by Amount in Row (11) 19.8%¹
14	Type of Reporting Person (See Instructions) OO

_________________________

¹ With respect to the calculation of the percentage of the outstanding shares of Common Stock beneficially owned by the Reporting Person, 110,943,088 was used as the total amount of outstanding shares of Common Stock of the Issuer. This amount includes (a) the 103,200,000 shares of Common Stock issued and outstanding as of October 31, 2006, as reflected in the Issuer's Prospectus filed pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on October 30, 2006, (b) the 1,295,900 shares of Common Stock issuable upon exercise of the Warrants (as defined below), and (c) the 6,447,188 shares of Common Stock obtainable pursuant to the Collar Agreement (as defined below).

CUSIP No. 690742101
1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons D. E. Shaw Oculus Portfolios, L.L.C. FEIN 20-0805088
2	Check the Appropriate Box if a Member of a Group			(a) [ ] (b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions) WC (See Item 3 of this Schedule 13D)
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			[ ]
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 4,801,999
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 4,801,999
11	Aggregate Amount Beneficially Owned by Each Reporting Person 22,017,822
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			[ ]
13	Percent of Class Represented by Amount in Row (11) 4.7%¹
14	Type of Reporting Person (See Instructions) OO

_________________________

CUSIP No. 690742101
1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons D. E. Shaw & Co., L.P. FEIN 13-3695715
2	Check the Appropriate Box if a Member of a Group			(a) [ ] (b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			[ ]
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 26,819,821
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 26,819,821
11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,819,821
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			[ ]
13	Percent of Class Represented by Amount in Row (11) 24.2%¹
14	Type of Reporting Person (See Instructions) IA, PN

_________________________

CUSIP No. 690742101
1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons D. E. Shaw & Co., L.L.C. FEIN 13-3799946
2	Check the Appropriate Box if a Member of a Group			(a) [ ] (b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			[ ]
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 26,819,821
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 26,819,821
11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,819,821
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			[ ]
13	Percent of Class Represented by Amount in Row (11) 24.2%¹
14	Type of Reporting Person (See Instructions) OO

_________________________

CUSIP No. 690742101
1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons David E. Shaw
2	Check the Appropriate Box if a Member of a Group			(a) [ ] (b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			[ ]
6	Citizenship or Place of Organization United States
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 26,819,821
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 26,819,821
11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,819,821
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			[ ]
13	Percent of Class Represented by Amount in Row (11) 24.2%¹
14	Type of Reporting Person (See Instructions) IN

_________________________

Item 1. Security and the Issuer

This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Owens Corning, a Delaware corporation (formerly Owens Corning (Reorganized) Inc., the “Issuer”), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934. The principal executive offices of the Issuer are located at One Owens Corning Parkway, Toledo, Ohio 43659.

Item 2. Identity and Background

(a), (f) This statement is filed on behalf of D. E. Shaw Laminar Portfolios, L.L.C., a Delaware limited liability company (“Laminar”), D. E. Shaw Oculus Portfolios, L.L.C., a Delaware limited liability company (“Oculus”), D. E. Shaw & Co., L.P., a Delaware limited partnership (“DESCO LP”), D. E. Shaw & Co., L.L.C., a Delaware limited liability company (“DESCO LLC”), and David E. Shaw, a citizen of the United States of America (David E. Shaw, together with Laminar, Oculus, DESCO LP, and DESCO LLC, collectively, the “Reporting Persons”). The Reporting Persons are filing jointly and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 3 and incorporated herein by reference.

(b) The business address and principal office, as applicable, of all Reporting Persons is 120 West Forty-Fifth Street, 39th Floor, Tower 45, New York, NY 10036.

(c) The principal business of Laminar is that of a limited liability company focusing primarily on credit opportunity-related investment strategies. The principal business of Oculus is that of a limited liability company focusing primarily on designated higher volatility investment strategies. Neither Laminar nor Oculus have any executive officers or directors. The principal business of DESCO LP is to act as an investment adviser to certain funds, including, without limitation, Laminar and Oculus. The principal business of DESCO LLC is to act as managing member to certain funds, including, without limitation, Laminar and Oculus. D. E. Shaw & Co., Inc., a Delaware corporation (“DESCO Inc.”), is the general partner of DESCO LP. D. E. Shaw & Co. II, Inc., a Delaware corporation (“DESCO II, Inc.”), is the managing member of DESCO LLC. David E. Shaw is the president and sole shareholder of DESCO Inc. and DESCO II, Inc.

(d), (e) During the last five years, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any person named in Item 2, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On October 31, 2006, the Issuer’s Sixth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-in-Possession (as Modified) (the “Plan”) became effective. Pursuant to the Plan, Laminar received in respect of its claim arising from ownership of certain nonconvertible bonds a certain amount of cash, 3,070,071 shares of Common Stock, and the right to participate in a rights offering (“Rights Offering”). Laminar did not exercise its right to purchase Common Stock in the Rights Offering. However, J.P. Morgan Securities Inc. (“JP Morgan”) agreed to purchase pursuant to an equity commitment agreement (the “Equity Commitment Agreement”) any shares of Common Stock not purchased by the eligible offerees. Laminar and Oculus, along with other parties, in turn entered into a syndication agreement (as amended, the “Syndication Agreement”) pursuant to which Laminar, Oculus, and the other parties were obligated to purchase their pro rata portions of the shares that JP Morgan agreed to purchase (the “Private Shares”) pursuant to the Equity Commitment Agreement. On October 31, 2006, and in connection with such Syndication Agreement, Laminar purchased 11,204,663 shares of Common Stock and Oculus purchased 4,801,999 shares of Common Stock.

Laminar, as a holder of certain subordinated claims of the Issuer, also received warrants to purchase 984,815 shares of Common Stock at an exercise price at $43.00 per share (the “Series A Warrants”), and, as a holder of the common stock of the Issuer’s predecessor, Laminar also received warrants to purchase 311,085 shares of Common Stock at an exercise price of $45.25 per share (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”). The Warrants became exercisable on October 31, 2006 and will expire on October 31, 2013.

Laminar also entered into a “collar” arrangement (the “Collar Agreement”) pursuant to which it agreed to purchase shares of Common Stock under certain circumstances from a trust set up to receive payments on behalf of asbestos personal injury claimants (the “Asbestos Trust”). From Laminar’s perspective, the collar transactions involve (i) a short put option obligating Laminar at the request of the Asbestos Trust to purchase from the Asbestos Trust 6,447,188 shares of Common Stock between January 1, 2007 and April 1, 2007 at $25.00 per share, and (ii) a long call option providing Laminar with the right to purchase 6,447,188 shares of Common Stock between January 1, 2007 and January 1, 2008 at $37.50 per share. The Collar Agreement provides that only one, not both, of these options can be exercised.

Item 4. Purpose of Transaction

The information set forth in Item 3 hereof is hereby incorporated by reference into this Item 4.

Pursuant to the terms of the Plan and subject to applicable laws and regulations, the ad hoc bondholder committee representing the holders of pre-petition bonds of the Issuer’s predecessor was entitled to designate two directors for appointment to the board of directors of the Issuer. Marc Sole, an employee of DESCO LP, became one of the two director designees on November 1, 2006.

A copy of the Plan, the Syndication Agreement, the First Amendment to the Syndication Agreement, and the Collar Agreement are attached hereto as Exhibits 4, 5, 6 and 7, respectively.

Laminar and Oculus will review their investments in the shares of Common Stock from time to time and, subject to the Collar Agreement and to applicable law and regulation, and depending upon certain factors, including, without limitation, the financial performance of the Issuer, the availability and price of shares of Common Stock or other securities related to the Issuer, and other general market and investment conditions, Laminar and/or Oculus may determine to:

-	acquire additional shares of Common Stock through open market purchases or otherwise;

-	hold or vote the Common Stock; or

-	sell, trade, engage in short selling of, hedge, or enter into any similar transactions with respect to shares of Common Stock through the open market or otherwise.

There can be no assurance, however, that any Reporting Persons will take any such actions.

The foregoing descriptions of the Plan, the Syndication Agreement and the Collar Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of such agreements, each of which is incorporated herein by reference in response to this Item 4, and each of which has been attached as an Exhibit to this Schedule 13D.

As part of Laminar’s and Oculus’s ongoing review of their investments in the Common Stock, Laminar and/or Oculus will from time to time hold talks or discussions with, write letters to, and respond to inquiries from various parties, including, without limitation, the Issuer’s board of directors, management or representatives, other shareholders, existing or potential strategic partners or competitors, industry analysts, investment and financial professionals, and other persons or entities regarding the Issuer’s affairs and strategic alternatives. In addition, Laminar and Oculus may in their sole and absolute discretion take such action as they deem necessary to preserve the value of their investments in the Issuer through bankruptcy court action, litigation, or other similar strategies.

Item 5. Interest in Securities of the Issuer

(a), (b) Based upon the Issuer’s Prospectus filed pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on October 30, 2006, there were 103,200,000 shares of Common Stock issued and outstanding as of October 31, 2006. The 22,017,822 shares of Common Stock beneficially owned by Laminar (the “Laminar Shares”) represent approximately 19.8% of the outstanding shares of Common Stock, including, for the purpose of this calculation, the 1,295,900 shares of Common Stock issuable upon exercise of the Warrants and the 6,447,188 shares of Common Stock obtainable pursuant to the Collar Agreement. Laminar will have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Laminar Shares.

The 4,801,999 shares of Common Stock beneficially owned by Oculus (the “Oculus Shares” and, together with the Laminar Shares, the “Subject Shares”) represent approximately 4.7% of the 103,200,000 shares of Common Stock issued and outstanding as of October 31, 2006, as reflected in the Issuer's Prospectus filed pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on October 30, 2006. Oculus will have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Oculus Shares.

DESCO LP, as Laminar’s and Oculus’s investment adviser, and DESCO LLC, as Laminar’s and Oculus’s managing member, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As general partner of DESCO LP, DESCO, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. None of DESCO LP, DESCO LLC, DESCO, Inc., or DESCO II, Inc., owns any shares of Common Stock directly, and each such entity disclaims beneficial ownership of the Subject Shares.

David E. Shaw does not own any shares of Common Stock directly. By virtue of David E. Shaw’s position as president and sole shareholder of DESCO, Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw’s position as president and sole shareholder of DESCO II, Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, David E. Shaw may be deemed to be the indirect beneficial owner of the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares.

As of the date hereof, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any of the persons set forth in Item 2 owns any shares of Common Stock other than the Subject Shares.

(c) On October 31, 2006, in connection with the effectiveness of the Issuer’s Plan, Laminar received from the Issuer 3,070,071 shares in respect of its claim arising from ownership of noncovertible bonds of the Issuer.

On October 31, 2006 and pursuant to the Syndication Agreement with JP Morgan, Laminar and Oculus acquired from the Issuer 11,204,663 and 4,801,999 shares of Common Stock, respectively, at $30.00 per share.

On October 31, 2006, Laminar acquired Warrants to purchase 984,815 and 311,085 shares of Common Stock from the Issuer at $43.00 and $45.25 per share, respectively.

Pursuant to the Collar Agreement, Laminar (i) may be obligated, at the election of the Asbestos Trust, to purchase 6,447,188 shares of Common Stock from the Asbestos Trust between January 1, 2007 and April 1, 2007 at $25.00 per share, and (ii) will have the right to purchase those 6,447,188 shares of Common Stock from the Asbestos Trust between January 1, 2007 and January 1, 2008 at $37.50 per share. The Collar Agreement provides that only one, not both, of these options can be exercised.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.

Clause (e) of Item 5 of Schedule 13D is not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 3 hereof is hereby incorporated by reference into this Item 6.

Other than as described in this Item 6 and in Item 3 above, and in the documents incorporated by reference therein and set forth as exhibits hereto, there are no contracts, arrangements or understandings or relationships (legal or otherwise) among the Reporting Persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer.

In order to facilitate the resale of the Subject Shares by the Reporting Persons, Laminar and Oculus agreed to be enter into a Registration Rights Agreement, dated as of July 7, 2006 (the "Registration Rights Agreement"), initially among the Issuer and holders signatory thereto. As the Subject Shares are "Registrable Securities" pursuant to the Registration Rights Agreement, resales by the Reporting Persons may be effected pursuant to a shelf registration statement which has been declared effective by the Securities and Exchange Commission.

The description of the Registration Rights Agreement contained herein does not purport to be complete and is qualified in its entirety by the terms and conditions of such agreement which is incorporated herein by reference in response to this Item 6, and which is attached as Exhibit 8 to this Schedule 13D.

Item 7. Material to be filed as Exhibits

Exhibit 99.1	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated February 24, 2004.

Exhibit 99.2	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated February 24, 2004.

Exhibit 99.3	Joint Filing Agreement, by and among the Reporting Persons, dated August 18, 2006.

Exhibit 99.4	Sixth Amended Joint Plan of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-In-Possession (as Modified). (Incorporated herein by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed on September 29, 2006)

Exhibit 99.5	Syndication Agreement, dated as of May 10, 2006, among J.P. Morgan Securities Inc. and the several investors listed on the signature pages thereto.

Exhibit 99.6

First Amendment to Syndication Agreement, dated as of September 27, 2006, among J.P. Morgan Securities Inc. and the several investors listed on the signature pages thereto.

Exhibit 99.7

Collar Agreement, among D. E. Shaw Laminar Portfolios, L.L.C. and Deutsche Bank AG.

Exhibit 99.8

Registration Rights Agreement, dated as of July 7, 2006, among the Issuer and the holders signatory thereto. (Incorporated herein by reference to Exhibit P-1 to Exhibit 2.1 of the Issuer's Current Report on Form 8-K filed on September 29, 2006).

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated February 24, 2004, granted by David E. Shaw in favor of Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler and Eric Wepsic are attached hereto as Exhibit 1 and Exhibit 2 and incorporated herein by reference.

Dated:

November 13, 2006

D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.

By: D. E. SHAW & CO., L.L.C., as Managing Member

By: /s/ Eric Wepsic

Name: Eric Wepsic

Title: Managing Director

D. E. SHAW OCULUS PORTFOLIOS, L.L.C.

By: D. E. SHAW & CO., L.L.C., as Managing Member

By: /s/ Eric Wepsic

Name: Eric Wepsic

Title: Managing Director

D. E. SHAW & Co., L.P.

By:

/s/ Eric Wepsic

Name: Eric Wepsic

Title: Managing Director

D. E. SHAW & Co., L.L.C.

By:

/s/ Eric Wepsic

Name: Eric Wepsic

Title: Managing Director

DAVID E. SHAW

By:

/s/ Eric Wepsic

Name: Eric Wepsic

Title: Attorney-in-Fact for David E. Shaw

EX-99 2 sc13dexh1.htm POWER OF ATTORNEY

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dunning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself and as the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for itself or as the managing member of other companies) all documents, certificates, instruments, statement, other filings and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution and delivery, furnishing or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: 2/24/04

/s/ David E. Shaw

DAVID E. SHAW, as President of

D. E. Shaw & Co., Inc.

New York, New York

EX-99 3 sc13dexh2.htm POWER OF ATTORNEY

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dunning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: 2/24/04

/s/ David E. Shaw

DAVID E. SHAW, as President of

D. E. Shaw & Co. II, Inc.

New York, New York

EX-99 4 sc13dexh3.htm JOINT FILING AGREEMENT

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Owens Corning, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 13th day of November, 2006.

D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.
By: D. E. SHAW & CO., L.L.C., as Managing Member

By: /s/ Eric Wepsic
Name: Eric Wepsic
Title: Managing Director

D. E. SHAW OCULUS PORTFOLIOS, L.L.C.
By: D. E. SHAW & CO., L.L.C., as Managing Member

By: /s/ Eric Wepsic
Name: Eric Wepsic
Title: Managing Director

D. E. SHAW & Co., L.P.
By: /s/ Eric Wepsic
Name: Eric Wepsic
Title: Managing Director

D. E. SHAW & Co., L.L.C.

By: /s/ Eric Wepsic
Name: Eric Wepsic
Title: Managing Director

DAVID E. SHAW
By: /s/ Eric Wepsic
Name: Eric Wepsic
Title: Attorney-in-Fact for David E. Shaw

EX-99 5 sc13dexh5.htm SYNDICATION AGREEMENT

Exhibit 6

SYNDICATION AGREEMENT, dated as of May 10, 2006 (the “Agreement”), between J.P. MORGAN SECURITIES INC., a Delaware corporation (the “Initial Purchaser”) and the several investors listed on the signature pages hereto (each a “Backstop Purchaser” and collectively the “Backstop Purchasers”).

Introductory Statement

Reference is made to the equity commitment agreement of even date herewith between the Initial Purchaser and Owens Corning (“Issuer”), a copy of which is attached hereto as Exhibit A (as amended, supplemented or otherwise modified, the “Commitment Agreement”). Capitalized terms used herein that are not defined herein but are defined in the Commitment Agreement shall have the meanings assigned to them in the Commitment Agreement.

Certain of the Backstop Purchasers hold Pre-Petition Bonds and have agreed to the Settlement Term Sheet with the Issuer and the other parties signatory thereto. The Backstop Purchasers and the Issuer have requested the Initial Purchaser to enter into the Commitment Agreement to facilitate certain of the transactions contemplated by the Settlement Term Sheet and the Initial Purchaser is willing to do so, subject to the terms, conditions and limitations set forth in the Commitment Agreement. The execution and delivery of this Syndication Agreement is a condition precedent to the Initial Purchaser’s obligations under the Commitment Agreement, and the Initial Purchaser is relying on the obligations, representations and warranties of each Backstop Purchaser contained herein in obligating itself under the Commitment Agreement.

1. Agreement to Sell and Purchase Unsubscribed Shares.

(a) To the extent the Initial Purchaser shall purchase Unsubscribed Shares under the Commitment Agreement, the Initial Purchaser shall sell to each Backstop Purchaser for a purchase price equal to $30.00 per Share such Backstop Purchaser’s Pro Rata Share of the aggregate amount of Unsubscribed Shares purchased by the Initial Purchaser. As used in this Agreement, “Pro Rata Share” shall mean, for each Backstop Purchaser, the fraction equal to (i) such Backstop Purchaser’s respective Purchase Commitment specified in writing by the Initial Purchaser contemporaneously with the execution hereof divided by (ii) $2,187,000,000, with appropriate rounding.

(b) The Initial Purchaser shall provide a copy of the Purchase Notice or the Satisfaction Notice, as applicable, to each Backstop Purchaser promptly upon receipt of such notice from the Company. The Initial Purchaser shall send to each Backstop Purchaser at least one (1) Business Day before the Settlement Date (as hereinafter defined) a written notice specifying the aggregate amount of Unsubscribed Shares being purchased by the Initial Purchaser (the “Backstop Notice”). Each of the Backstop Purchasers, severally and not jointly, agrees that such Backstop Purchaser shall, immediately after the purchase of Unsubscribed Shares by the Initial Purchaser pursuant to the Commitment Agreement, purchase from the Initial Purchaser its Pro Rata Share of the aggregate amount of Unsubscribed Shares specified in such Backstop Notice at a purchase price of $30.00 per each such purchased share.

(c) Each Backstop Purchaser’s payment of its purchase price for Unsubscribed Shares, if any, shall be made without setoff or counterclaim not later than 12:00 Noon, New York City time, on the first Business Day after the Business Day that such Backstop Purchaser receives the Backstop Notice. Each such Business Day is hereinafter referred to as a “Settlement Date.”

(d) Each Backstop Purchaser’s payment pursuant to this Section 1 shall be made by wire transfer to the Initial Purchaser at the account specified herein, in United States Dollars (“Dollars”) and in immediately available funds. Interest shall be payable daily on any unpaid such amounts from the Settlement Date until payment in full at the rate that is equal to the 1-month London Interbank Offered Rate for Dollar deposits appearing on the Reuters Screen LIBO Page as of approximately 11:00 a.m. London time on the date two business days prior to the Settlement Date (or, if such rate does not appear on such Reuters Screen LIBO Page, from such other source as Initial Purchaser shall reasonably determine), plus six per cent. In addition, each Backstop Purchaser that defaults in its obligation under paragraph 1(a) shall pay or reimburse the Initial Purchaser for the reasonable costs and expenses, including the fees and expenses of its counsel, of collecting and enforcing the obligations of such defaulting Backstop Purchaser.

(e) The delivery by the Initial Purchaser to each Backstop Purchaser of shares purchased by such Backstop Purchaser pursuant to this Agreement shall be effected on the Settlement Date through the facilities of Depository Trust Company.

(f) If any Backstop Purchaser informs the Initial Purchaser that such Backstop Purchaser’s purchase of Unsubscribed Shares from the Initial Purchaser is subject to the terms of the HSR Act and the applicable waiting period shall not have expired or been terminated with respect to such purchase, the Shares to be purchased by such Backstop Purchaser shall be placed on the Settlement Date in an escrow account with a bank not affiliated with either the Initial Purchaser or such Backstop Purchaser, which bank shall be satisfactory to the Initial Purchaser (“Escrow Bank”). The Backstop Purchaser agrees to pay all fees and charges to the Escrow Bank as necessary to establish and maintain the escrow account. The terms of the escrow arrangement shall be acceptable to the Initial Purchaser in form and substance, and shall include provisions explicitly precluding such Backstop Purchaser from exercising any voting rights or receiving the benefit of any dividends or other profits accrued during the escrow period. Further, the terms of the escrow arrangement shall contain an unwind provision requiring the Escrow Bank to sell the escrowed Shares to be purchased by such Backstop Purchaser into the market through underwriting arrangements acceptable to the Backstop Purchaser and the Initial Purchaser if the applicable HSR waiting period shall not have expired or been terminated within 90 days of the Settlement Date. If the HSR waiting period expires or is terminated within 90 days of the Settlement Date, one business day following the expiration or termination of the HSR waiting period, the Escrow Bank shall distribute the escrowed Shares to such Backstop Purchaser.

2. Nature of Obligations. Each Backstop Purchaser’s obligations under Section 1 shall be absolute, unconditional and irrevocable under any and all circumstances (including without limitation any adverse change in the business, prospects, condition (financial or otherwise) of the Issuer and its subsidiaries, or any disruption of or material adverse change in conditions in the financial, banking or capital markets) and irrespective of any setoff, counterclaim or defense to payment that such Backstop Purchaser may have against the Initial Purchaser, any other Backstop Purchaser, the Issuer or any other Person or any default in performance by any other Backstop Purchaser. Each Backstop Purchaser also agrees that the Initial Purchaser shall not be responsible for, and such Backstop Purchaser’s obligations under Section 1 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged. Any determination made by the Initial Purchaser under the Commitment Agreement or this Agreement shall be binding on each Backstop Purchaser absent fraud, gross negligence or willful misconduct. The Initial Purchaser shall not be liable for any error, omission, interruption or delay in connection with this Agreement, the Commitment Agreement, the Amended Plan, the Rights, the Unsubscribed Shares, New Common Stock, Pre-Petition Bonds or any other transaction contemplated hereby or thereby, except for errors or omissions found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the fraud, gross negligence or willful misconduct of the Initial Purchaser. Any action taken or omitted by the Initial Purchaser under or in connection with this Agreement, the Commitment Agreement, the Amended Plan, the Rights, the Unsubscribed Shares, New Common Stock, Pre-Petition Bonds or any other transaction contemplated hereby or thereby in the absence of fraud, gross negligence or willful misconduct, shall be binding on each Backstop Purchaser and shall not result in any liability of the Initial Purchaser to such Backstop Purchaser. The obligations of the Backstop Purchasers under Section 1 shall terminate automatically upon the termination of the Initial Purchaser’s obligations under the Commitment Agreement.

3. No Reliance on, or Liability of, Initial Purchaser.

(a) The Initial Purchaser shall have the same rights and powers in its capacity as a Backstop Purchaser and as a holder of Pre-Petition Bonds and New Common Stock as any other Backstop Purchaser and may exercise the same as though it were not the Initial Purchaser, and the Initial Purchaser and its Affiliates may engage in any kind of business with the Issuer or any Backstop Purchaser as if it were not the Initial Purchaser.

(b) Neither the Initial Purchaser nor any of its employees, officers, directors, representatives, attorneys, advisors or affiliates (all of the foregoing collectively “Related Parties”) shall have any duties or obligations to Backstop Purchasers in respect of the Issuer or under or in respect of this Agreement, the Commitment Agreement, the Amended Plan, the Rights, the Unsubscribed Shares, New Common Stock, Pre-Petition Bonds or any other transaction contemplated hereby or thereby, except those expressly set forth herein and the duty to deal with such parties in good faith. Without limiting the generality of the foregoing, (a) neither the Initial Purchaser nor any of the Related Parties shall be subject to any fiduciary or other implied duties to the Backstop Purchasers, (b) neither the Initial Purchaser nor any of the Related Parties shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers hereunder that the Initial Purchaser is required to exercise in writing as directed by Backstop Purchasers holding a majority of Purchase Commitments, and (c) (i) neither the Initial Purchaser nor any of the Related Parties shall have any duty to any Backstop Purchaser to obtain, through the exercise of diligence or otherwise, to investigate, confirm, or disclose to the Backstop Purchasers any information relating to the Issuer or any of its subsidiaries that may have been communicated to or obtained by the Initial Purchaser or any of its Affiliates in any capacity and (ii) the Backstop Purchasers may not rely, and have not relied, on any due diligence investigation that the Initial Purchaser or any person acting on its behalf may have conducted with respect to the Company, any of its subsidiaries or affiliates or any of their respective securities. Neither the Initial Purchaser nor any of the Related Parties shall be liable for any action taken or not taken by any of them with the written consent or at the written request of Backstop Purchasers holding a majority of Purchase Commitments or in the absence of its own fraud, gross negligence or willful misconduct. Neither the Initial Purchaser nor any of the Related Parties shall have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, the Commitment Agreement, the Amended Plan, the Rights, the Unsubscribed Shares, New Common Stock, Pre-Petition Bonds or any other transaction contemplated hereby or thereby, or in any reports made by the Issuer with the Securities and Exchange Commission, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, in the Commitment Agreement or the Amended Plan, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the Commitment Agreement, the Amended Plan, the Rights, the Unsubscribed Shares, New Common Stock, Pre-Petition Bonds or any other transaction contemplated hereby or thereby or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in the Commitment Agreement or the Amended Plan, nor shall they have any responsibility to any Backstop Purchasers in respect of any of the foregoing.

(c) The Initial Purchaser and any of the Related Parties shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Initial Purchaser and any of the Related Parties also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Initial Purchaser may consult with legal counsel (who may be counsel for the Issuer), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(d) The Initial Purchaser may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Initial Purchaser, which sub-agents shall be affiliates of the Initial Purchaser. The Initial Purchaser and any such sub-agent may perform any and all its duties and exercise its rights and powers through Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Initial Purchaser and any such sub-agent, and shall apply to their respective activities in connection with the transactions provided for herein, in the Commitment Agreement or the Amended Plan as well as activities as Initial Purchaser, provided that the Initial Purchaser shall continue to be responsible for its obligations hereunder.

(e) Each Backstop Purchaser acknowledges that it has, independently and without reliance upon the Initial Purchaser, any Related Parties or any other Backstop Purchaser and based on such documents and information as it has deemed appropriate, made its own investment, tax, legal and economic analysis of this Agreement, the Amended Plan, the Issuer and its subsidiaries, the Pre-Petition Bonds, the Rights and the New Common Stock and its own independent decision to enter into this Agreement and is not relying on any representation or warranty of, or information or analysis provided by or on behalf of, the Initial Purchaser or any Related Parties concerning this Agreement, the Commitment Agreement, the Issuer and its subsidiaries, the Amended Plan, the Rights, the New Common Stock and the Pre-petition Bonds. Each Backstop Purchaser also acknowledges that it will, independently and without reliance upon the Initial Purchaser, any Related Parties or any other Backstop Purchaser and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, the Amended Plan, the Rights, the Unsubscribed Shares, New Common Stock, Pre-Petition Bonds or any other transaction contemplated hereby or thereby.

(f) Each Backstop Purchaser, severally and not jointly, agrees to indemnify the Initial Purchaser and its Related Parties (to the extent not reimbursed by the Issuer and without limiting the obligation of the Issuer to do so), (i) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against the Initial Purchaser as a result of any representation or warranty of such Backstop Purchaser made herein being untrue or incorrect in any material respect, and (ii) for its Pro Rata Share of any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against the Initial Purchaser in any way relating to or arising out of, this Agreement, the Commitment Agreement, the Rights, the Unsubscribed Shares, the Amended Plan, any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Initial Purchaser or the Related Parties under or in connection with any of the foregoing; provided that no Backstop Purchaser shall be liable for (i) the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from Initial Purchaser’s or Related Parties’ fraud, gross negligence or willful misconduct and (ii) any payment under this Section 3(f) in excess of such Backstop Purchaser’s Purchase Commitment.

(g) If such indemnification is for any reason not available or insufficient to hold the Initial Purchaser or such Related Parties harmless, each Backstop Purchaser, severally and not jointly, agrees to contribute to the liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in paragraph 3(f) in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by such Backstop Purchaser, on the one hand, and by the Initial Purchaser and the Related Parties, on the other hand, with respect to this Agreement or, if such allocation is determined by a court or arbitral tribunal of competent jurisdiction to be unavailable, in such proportion as is appropriate to reflect other equitable considerations such as the relative fault of such Backstop Purchaser, on the one hand and of the Initial Purchaser and the Related Parties on the other hand. Relative benefits to the Backstop Purchaser, on the one hand, and to the Initial Purchaser and the Related Parties, on the other hand, with respect to the Commitment shall be deemed to be in the same proportion as the Backstop Purchaser’s Pro Rata Share. For the avoidance of doubt, no Backstop Purchaser shall be liable for any payment under this Section 3(g) in excess of such Backstop Purchaser’s Purchase Commitment.

4. Fees.

(a) Each Backstop Purchaser shall receive from Initial Purchaser, on the first Business Day after it shall have fulfilled its obligations under Section 1 (or, if no purchase is required from such Backstop Purchaser under Section 1 hereof, on the first Business Day after the delivery of the Satisfaction Notice to the Initial Purchaser), a fee in an amount equal to such Backstop Purchaser’s Pro Rata Share of the amount equal to the difference between (i) (x) the Backstop Fee paid by the Issuer pursuant to the Commitment Agreement and actually received by the Initial Purchaser and (y) the Extension Fee, if any, paid by the Issuer pursuant to the Commitment Agreement and actually received by the Initial Purchaser, minus

(ii) 1% of the aggregate Purchase Commitments (including the Purchase Commitments of the affiliates of the Initial Purchaser).

(b) In the event that the Initial Purchaser shall receive a Termination Fee from the Issuer, the Initial Purchaser shall promptly notify each Backstop Purchaser of such receipt and shall retain for its own account twenty-five percent (25%) of such Termination Fee and shall remit to each Backstop Purchaser, within one Business Day of receipt, such Backstop Purchaser’s Pro Rata Share of the balance of such Termination Fee.

(c) Each payment pursuant to this Section 4 shall be made by wire transfer to each such Backstop Purchaser at its account specified herein, in United States Dollars and in immediately available funds. In the event that any portion of the fees, expenses or other amounts payable by the Company pursuant to the Commitment Agreement which are paid by Initial Purchaser to a Backstop Purchaser pursuant to this Section 4 are subject to disgorgement pursuant to an order vacating or reversing the Agreement Order (as defined in the Commitment Agreement), each Backstop Purchaser shall be responsible to reimburse the Initial Purchaser for its Pro Rata Share of the amounts so disgorged.

5. Representations and Warranties. Each of the Backstop Purchasers, severally and not jointly, represents and warrants to, and agrees with, the Initial Purchaser, and, as to paragraphs (a) through (e) below, the Initial Purchaser represents and warrants to, and agrees with each of the Backstop Purchasers, as set forth below:

(a) It has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) It has the requisite power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder, including without limitation the purchase of its Pro Rata Share of the Unsubscribed Shares, and has taken all action required for the due authorization, execution, delivery and performance by it of this Agreement.

(c) Its execution and delivery of this Agreement and the performance of its obligations hereunder do not violate or conflict with any provision of its constitutional documents, any law, order or judgment applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.

(d) Except for the Amended Plan and the Court Orders and as expressly disclosed in writing to the Initial Purchaser, no material consent, authorization, approval, order, exemption, registration, qualification or other action of, or filing with or notice to, any federal or state regulatory or governmental agency is required in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All such required material consents, authorizations, approvals, orders, exemptions, registrations, qualifications and other actions of and filings and notices will have been obtained, taken or made, as the case may be, and all statutory or regulatory waiting periods will have elapsed, prior to its purchase of Shares on the Settlement Date; provided that with respect to the HSR Act, this representation shall not be deemed untrue or incorrect if such Backstop Purchaser has entered into an escrow arrangement conforming to Section 1(f) hereof.

(e) This Agreement has been duly and validly executed and delivered such party and constitutes, or will constitute upon execution, as applicable, its valid and binding obligation, enforceable against it in accordance with its terms.

(f) It understands that the Unsubscribed Shares have not been registered for sale to the Initial Purchaser or the Backstop Purchasers pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law. The Unsubscribed Shares will not be offered for sale, sold or otherwise transferred by the Backstop Purchaser except pursuant to a registration statement or in a transaction exempt from or not subject to registration under the Securities Act and at all times in accordance with any applicable state securities laws.

(g) It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Shares being acquired hereunder. It is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and a “qualified institutional buyer” as defined in Rule 144A. It understands and is able to bear any economic risks associated with such investment (including, without limitation, the necessity of holding the Shares for an indefinite period of time).

(h) It is not and, after giving effect to the transactions contemplated hereby, will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), that is required to be registered under the 1940 Act.

(i) It has obtained adequate information concerning the Issuer to make the decision to enter into this transaction and has been afforded an adequate opportunity to seek and obtain additional information from, and otherwise to conduct due diligence of, the Issuer.

(j) It is acting and will at all times act independently of the Initial Purchaser with respect to the voting of or disposition of New Common Stock other than as contractually required by the Registration Rights Agreement.

6. Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or sent by telecopy, as follows:

(i) if to the Initial Purchaser, to:

	J.P. Morgan Securities Inc. Operations Group
	270 Park Avenue, 17th Floor
	New York, New York 10017
	Attention: Mr. Stanley Lim
	Telecopy No. (212) 270-2157

with a copy to:

	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017
	Attention: Michael D. Nathan
	Mark Thompson
	Telecopy No.: (212) 455-2502

(ii) if to a Backstop Purchaser, to it at its address (or telecopy number) set forth on Schedule I.

(b) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

7. Waivers; Amendments.

(a) No failure or delay by any party in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No waiver of any provision of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Initial Purchaser with the consent of the holders of a majority of the Purchase Commitments other than the Initial Purchaser and its affiliates; provided that no such agreement shall (i) increase or decrease the Purchase Commitment of, or any amounts payable by, any Backstop Purchaser without the written consent of such Backstop Purchaser, (ii) reduce any amount payable hereunder to a party, without the written consent of such party, (iii) postpone the scheduled date of any delivery or payment hereunder, without the written consent of each party affected thereby, (iv) alter the Pro Rata Share of any Backstop Purchaser, without the written consent of such Backstop Purchaser, or (v) change any of the provisions of this Section or any other provision hereof specifying the number or percentage of Backstop Purchasers required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Backstop Purchaser. In addition the Initial Purchaser will not enter into any amendment to or waiver under the Commitment Agreement which will adversely affect the rights or obligations of the Backstop Purchasers under this Agreement or with respect to the Commitment Agreement without the written consent of Backstop Purchasers holding a majority of the Purchase Commitments (other than the Initial Purchaser and its affiliates).

(c) The Initial Purchaser agrees upon the timely written request of Backstop Purchasers (excluding the Initial Purchaser) holding at least 66 2/3% of the Purchase Commitments (excluding the Purchase Commitments of the Initial Purchaser and its affiliates) to exercise its right, if available, to terminate the Commitment Agreement pursuant to Section 10(a)(vi) thereof.

8. Successors and Assigns; No Assignments. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. The Initial Purchaser may not assign or otherwise transfer any of its obligations hereunder without the prior written consent of each Backstop Purchaser (and any attempted assignment or transfer by the Initial Purchaser without such consent shall be null and void) and (ii) no Backstop Purchaser may assign or otherwise transfer its rights or obligations hereunder without the prior written consent of the Initial Purchaser and the Backstop Purchasers holding a majority of the Purchase Commitments other than the Initial Purchaser and its affiliates. Nothing in this Agreement is intended to confer upon any Person any legal or equitable right, remedy or claim under or by reason of this Agreement except to the extent such Person is expressly identified or described herein.

9. Survival. All covenants, agreements, representations and warranties made by the any party herein shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the closing of any transactions contemplated herein, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any other party may have had notice or knowledge of any incorrect representation or warranty at any time.

10. Non-Interference. Each Backstop Purchaser represents, warrants and covenants that it is not, and will not become, a party to or participant in any competing or other transaction inconsistent with this Agreement or the Commitment Agreement.

11. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the Initial Purchaser and when the Initial Purchaser shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

12. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

13. Governing Law; Jurisdiction; Consent to Service of Process; Damage Waiver.

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right any party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction.

(c) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process by registered mail. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e) To the extent permitted by applicable law, no party hereto shall assert, and each hereby waives, any claim against any other party hereto or any employees, officers, directors, representatives, attorneys, advisors or affiliates of any party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any transaction contemplated hereby.

14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

15. Tax Disclosure. The parties hereto hereby agree that each party (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transaction contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

	J.P. MORGAN SECURITIES INC., as Initial
	Purchaser

	By _________________________
	Name:
	Title:

PLEASE SEE ATTACHED SIGNATURE PAGES FOR EACH BACKSTOP PURCHASER

SCHEDULE I

Name, Address and Account Detail for Each Backstop Purchaser

EX-99 6 sc13dexh6.htm FIRST AMENDMENT TO SYNDICATION AGREEMENT

Exhibit 7

FIRST AMENDMENT TO

SYNDICATION AGREEMENT

THIS FIRST AMENDMENT TO SYNDICATION AGREEMENT, dated as of September 27, 2006 (this “Amendment”), is among J.P. Morgan Securities Inc., a Delaware corporation (the “Initial Purchaser”), and the several investors (each a “Backstop Purchaser” and collectively the “Backstop Purchasers”) who are signatories to that certain Syndication Agreement, dated as of May 10, 2006 (the “Agreement”). Terms defined in the Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

WHEREAS, the parties hereto desire to amend the Agreement as set forth herein; and

WHEREAS, the Initial Purchaser and the Backstop Purchasers may enter into amendments to the Agreement, which shall bind all Backstop Purchasers thereunder.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

SECTION 1. AMENDMENT. Section 8 of the Agreement is hereby amended to delete (a) the “(ii)” in the second sentence and (b) the remainder of the second sentence after the phrase “consent of the Initial Purchaser”. Section 8 shall hereafter read in its entirety as follows:

“8. Successors and Assigns; No Assignments. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. The Initial Purchaser may not assign or otherwise transfer any of its obligations hereunder without the prior written consent of each Backstop Purchaser (and any attempted assignment or transfer by the Initial Purchaser without such consent shall be null and void) and no Backstop Purchaser may assign or otherwise transfer its rights or obligations hereunder without the prior written consent of the Initial Purchaser. Nothing in this Agreement is intended to confer upon any Person any legal or equitable right, remedy or claim under or by reason of this Agreement except to the extent such Person is expressly identified or described herein.”

SECTION 2. CONDITION PRECEDENT. This Amendment shall become effective when this Amendment has been duly executed by each of the Backstop Purchasers in accordance with the terms and conditions of Section 7(b) of the Agreement.

SECTION 3. MISCELLANEOUS.

3.1 Continuing Effectiveness, etc. The Agreement shall remain in full force and effect and is hereby ratified, approved and confirmed in each and every respect.

3.2 Limitation. This Amendment shall be limited to its terms and shall not constitute a waiver of any other rights, powers and/or remedies that the Initial Purchaser or the Backstop Purchasers may have from time to time under the Agreement.

3.3 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction.

3.4 Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

3.5 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

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

J.P. MORGAN SECURITIES INC., as Initial Purchaser:

By: ____________________________________________
Name:_________________________________
Title:____________________________________________

PLEASE SEE ATTACHED SIGNATURE PAGES FOR EACH BACKSTOP PURCHASER

SCHEDULE I

Name, Address and Account Detail for Each Backstop Purchaser

EX-99 7 sc13dexh7.htm COLLAR AGREEMENT

Exhibit 8

	Deutsche Bank


	Deutsche Bank AG London
	Winchester house
	1 Great Winchester St, London
	EC2N 2DB
	Telephone: 44 20 7545 8000

	c/o Deutsche Bank AG, New York Branch
	60 Wall Street
	New York, NY 10005
	Telephone: 212-250-5977
	Facsimile: 212-797-8826

	Internal Reference: [ ]

D. E. Shaw Laminar Portfolios, L.L.C. 120 W. 45th St., 39th Floor New York NY 10036

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction (the “Transaction”) entered into between you, D. E. Shaw Laminar Portfolios, L.L.C. (“Counterparty”)), and Deutsche Bank AG acting through its London branch (“Deutsche”) on the Trade Date specified below (the “Transaction”). As used herein, “Existing Plan” shall mean the Sixth Amended Joint Plan of Reorganization for Owens Corning and its Affiliated Debtors and Debtors-in-Possession, in the form filed on June 5, 2006 in the bankruptcy case of In re Owens Corning, et al, Case No. 00-03837 in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and “Plan of Reorganization” shall mean the Existing Plan with only those revisions, modifications and amendments to the Existing Plan.

This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below and supersedes all or any prior written or oral agreements in relation to the Transaction.

The definitions and provisions contained in the 2000 ISDA Definitions (the “Swap Definitions”) and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the Swap Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. For the purposes of the Swap Definitions, this Transaction shall constitute a Swap Transaction. For the purposes of the Equity Definitions, this Transaction shall be deemed a “Equity Swap Transaction”.

In the event of any inconsistency between the terms of any of the documents in the following list, the terms of each document in such list shall prevail over all documents which follow such document in such list: this Confirmation, the Equity Definitions, the Swap Definitions and the Agreement.

This Confirmation constitutes a "Confirmation" as referred to in, and supplements, forms a part of and is subject to, the ISDA Master Agreement (Multicurrency-Cross Border) (including the Schedule thereto) dated as of October 3, 2003, as amended and supplemented from time to time (the "Agreement"), between Counterparty and Deutsche. This Confirmation shall be read and construed as one with such Agreement and all other outstanding Confirmations between Deutsche and Counterparty, so that all such Confirmations and such Agreement constitute a single agreement between Deutsche and Counterparty. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

With respect to this Transaction only, any calculations made pursuant to Market Quotation shall include any amounts calculated pursuant to Loss under the Option Transaction (as defined herein), if any.

2.	The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date:

July 7, 2006

Effective Date

The Commencement Date as defined in the Option Transaction

Termination Date:

The earliest to occur of (a) the last occurring Expiration Date (as defined in the Option Transaction) and (b) the date on which the Option Transaction is terminated for any reason set forth therein.

Option Transaction:

That certain Option Transaction, dated July 7, 2006, between Owens Corning, a Delaware corporation (as a debtor-in-possession and a reorganized debtor) (“Owens Corning”), Deutsche Bank AG acting through its London branch and the Asbestos Personal Injury Trust (as defined in the Plan of Reorganization) (the “Trust”) which such Trust shall become a party to the Option Transaction as of the Assignment Effective Date (as defined in the Option Agreement), a copy of which is attached hereto; provided that this Transaction shall only be with respect to 6,447,187.93 Option Shares of the total 9,670,781.90 Option Shares subject to the Option Transaction.

Option Shares:

The common shares of Owens Corning to be issued on the Effective Date (as defined in the Plan of Reorganization) or any successor shares resulting from an adjustment under the Option Transaction.

Premium:

$0.02 per Share to be paid by Counterparty.

Premium Payment Date:

As notified by Deutsche

3.	Equity Amounts Payable by Deutsche:

Equity Amount Payer:

Deutsche

Equity Amount Payment Date:

Three Business Days after any day on which Deutsche actually receives Option Shares pursuant to the Option Transaction.

Physical Settlement:

Applicable

Settlement Method Election:

Not Applicable

Number of Shares to be Delivered:

The Option Shares, if any, Deutsche actually receives pursuant to the Option Transaction. For the avoidance of doubt, this amount shall include Option Shares actually received by Deutsche in connection with any termination of the Option Transaction.

Fractional Share Amount:

The Fractional Share Amount, if any, received by Deutsche pursuant to the Option Transaction

Termination Events:

As set forth in the Option Transaction

4.	Amounts Payable by Party B:

Floating Amount Payer:

Counterparty

Floating Amount:

(i) Any amounts (whether such amount is direct or contingent, now or hereafter existing or to become due) Deutsche would be required to pay or deliver to Owens Corning or the Trust, as applicable, in connection with the Option Transaction; and

(ii) Notwithstanding the provisions of the Option Transaction, in the event that an Early Termination Date (as defined in the Option Transaction) is designated under the Option Transaction, whether as a result of an Event of Default or Termination Event (as each is defined in the Option Transaction), all amounts described in Section 11 of the ISDA Master Agreement deemed to be entered into pursuant to the Option Transaction; provided that Deutsche shall only seek enforcement of the obligations of the Trust or Owens Corning, as applicable, under the Option Transaction upon written request by the Counterparty for such enforcement. If no such request is made, then Deutsche shall have no obligation to pursue enforcement of the obligations of the Trust or Owens Corning, as applicable, under the Option Transaction.

For the avoidance of doubt, these amounts shall include amounts required to be paid or delivered by Deutsche in connection with any termination of the Option Transaction.

Floating Amount Payer Payment Date(s):	(i) With respect to clause (i) of Floating Amount, any day on which Deutsche would be required to make a payment or delivery to Owens Corning or the Trust, as applicable, in connection with the Option Transaction.
	(ii) With respect to clause (ii) of Floating Amount, promptly after notice by Deutsche of any amounts due.

Deutsche’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:	Deutsche Bank AG, New York Branch Attn: Vivian L. Jackson 60 Wall Street, Floor 14 New York, NY 10005 Tel: 212-250-2936 vivian-l.jackson@db.com
Counterparty’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:	As per the Agreement
Adjustments Applicable to the Transaction:

Method of Adjustment:	Not Applicable

Extraordinary Events:	There shall be no Extraordinary Events with respect to this Transaction except for the Additional Disruption Events listed below.
Additional Disruption Events:	No Additional Disruption Events shall apply to the Transaction or this Confirmation except a Change in Law (as defined herein).
Change in Law:	As set forth in the Option Transaction
Credit Event Upon Merger:	As set forth in the Option Transaction
Non-Reliance:	Applicable
Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable

5.	CONDITIONS PRECEDENT

The full execution of the Option Transaction by all parties thereto shall be a condition precedent to the effectiveness of this Transaction.

6.	PARTIAL OR WHOLE SETTLEMENT DELAYS

Notwithstanding any other provisions hereof, Deutsche shall not be required to deliver Option Shares or any other class of voting securities of Owens Corning (whether in connection with the purchase of Option Shares on any Settlement Date or otherwise) (i) to the extent (but only to the extent) that, such amount in Deutsche’s possession would cause Deutsche to directly or indirectly beneficially own (as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) in excess of 8.0% of the outstanding Option Shares or any other class of voting securities of Owens Corning or (ii) if any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall not have expired or been terminated with respect to the acquisition or delivery of Option Shares hereunder (the “HSR Condition”). If any delivery owed by Deutsche hereunder is not made, in whole or in part, as a result of this provision, Deutsche’s obligation to make such delivery shall not be extinguished and Deutsche shall make such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, Deutsche gives notice to Counterparty that such amount of Option Shares in Deutsche’s possession (i) would not directly or indirectly cause Deutsche to beneficially own in excess of 8.0% of the outstanding Option Shares or any other class of voting securities of Owens Corning or (ii) the HSR Condition has been satisfied, as the case may be. Counterparty shall pay any Floating Amounts to Deutsche on the day such amounts are due on the same basis as if Deutsche made delivery of the Option Shares upon such exercise even if delivery of the Option Shares cannot take place by the Settlement Date due to the applicability of this Section 5. In the event that the delivery of Option Shares cannot be made due to the HSR Condition not being satisfied, at the request of Deutsche, Counterparty shall enter into a customary and reasonable escrow arrangement relating to the Option Shares compliant with the HSR Act and any other legal or regulatory requirements. Deutsche and Counterparty (i) shall use reasonable best efforts to prepare and file all necessary documentation and to effect all applications that are necessary or advisable under the HSR Act so that the applicable waiting period shall have expired or been terminated thereunder with respect to the acquisition of Option Shares hereunder and (ii) shall not take any action that is intended or reasonably likely to materially impede or delay the ability of the parties to obtain any necessary approvals required for the transactions contemplated hereunder; provided that no such actions shall be required if Deutsche determines that the acquisition of Option Shares hereunder would not be reasonably expected to a filing under the HSR Act.

7.	TRANSFER OR ASSIGNMENT

Notwithstanding anything to the contrary in the Agreement, Deutsche may transfer or assign all or any portion of its rights or obligations under this Transaction without the consent of Counterparty to either (i) any of its Affiliates or (ii) any party agreed to in writing as soon as practicable after the date hereof by the parties hereto with a Credit Rating (as defined herein) that is, at the time of the relevant transfer, (a) A+ or higher by S&P or (b) Aa3 or higher by Moody’s; provided, that any such transferee or assignee shall be subject to the requirements (i) to make the representation set forth in Section 7(e) hereof and (ii) to deliver any Tax forms reasonably requested by Counterparty. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Deutsche to purchase, sell, receive or deliver any Option Shares or other securities to or from Counterparty, Deutsche may designate any of its affiliates to purchase, sell, receive or deliver such Option Shares or other securities and otherwise to perform Deutsche’s obligations in respect of this Transaction and any such designee may assume such obligations. Deutsche shall be discharged of its obligations to Counterparty solely to the extent of any such performance.

For purposes of the foregoing, the “Credit Rating” of a party means the rating of a party assigned by either S&P or Moody’s to such party’s long term, unsecured and unsubordinated indebtedness or deposits.

8.	ADDITIONAL TERMS

(a) Additional Termination Events: It shall constitute an Additional Termination Event where this Transaction is the sole Affected Transaction and Counterparty shall be deemed to be the sole Affected Party, if Owens Corning shall have been dissolved, wound-up, liquidated or terminated or, from and after the Assignment Effective Date (as defined in the Option Transaction), in the case of the Trust, the Trust does not have any duly appointed trustees to control the exercise of the powers, authorities and discretions of the Trust.

(b) Calculation Agent: As per the Agreement; provided however, Deutsche shall remain the Calculation Agent notwithstanding the occurrence of any Event of Default or Potential Event of Default with respect to Deutsche. For the avoidance of doubt, any dispute rights granted pursuant to the Agreement shall not apply to any calculations of amounts due or received in connection with the Option Transaction.

(c) Representations in the Agreement; Additional Representations, Warranties and Agreements of Counterparty. Counterparty hereby represents and warrants to Deutsche on, and agrees with Deutsche from and after, any Trade Date and the Assignment Effective Date (as defined in the Option Transaction) with respect to the representations below.

	(i)	Material Nonpublic Information
		(a) As of the date hereof, Counterparty is not and will not be in possession of any material nonpublic information regarding Owens Corning or the Trust. (b) Counterparty will make good faith efforts to ensure that on any Exercise Date under the Call (as defined in the Option Transaction), Counterparty will not be aware of any material nonpublic information regarding Owens Corning. If requested by Deutsche, Counterparty will promptly confirm whether or not it is aware of any material nonpublic information regarding Owens Corning on any such Exercise Date.
	(ii)	London Branch
		Deutsche is entering into the Agreement and this Confirmation through its London branch.
	(iii)	DBNY as Agent
		Each party agrees and acknowledges that (i) Deutsche Bank AG, acting out of its New York branch, an affiliate of Deutsche (“DBNY”), has acted solely as agent and not as principal with respect to this Transaction and (ii) DBNY has no obligation or liability, by way of guaranty, endorsement or otherwise, in any manner in respect of this Transaction (including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other party (or any guarantor in respect thereof) for performance of such other party’s obligations under this Transaction.
	(iv)	Waiver of Jury Trial
		Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Transaction or the Agreement. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Transaction by, among other things, the mutual waivers and certifications herein.
	(v)	Hedging
		Deutsche is entering into this Transaction with Counterparty in connection with, or potentially as a hedge to, a transaction involving shares of Owens Corning which may be “restricted securities” as defined in Rule 144 of the Securities Act. Accordingly, the undersigned represents that it will not engage in any transaction that (i) would constitute a distribution that violates the Securities Act or (ii) hedges its economic exposure to this Transaction in the period 15 calendar days prior to and 30 calendar days after the Commencement Date (as defined in the Option Transaction), including through the use of swaps, options, short sales, futures, cash-settled derivatives or any other financial instrument; provided, however, that the undersigned may hedge at any time so long as the hedge transaction is conducted pursuant to an effective registration on file with the Securities and Exchange Commission.

(d) Counterparty Defaults. In addition to any remedies afforded Deutsche in connection with the Transaction, Counterparty agrees to indemnify and hold harmless Deutsche and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (excluding loss of profit or business revenue), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several (collectively, “Damages”), to which an Indemnified Person may become subject arising out of any breach of any covenant or representation or warranty made by Counterparty in this Confirmation or any claim, litigation, investigation or proceeding relating thereto, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse, in a commercially reasonable amount time, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, that Counterparty shall not have any liability to any Indemnified Person to the extent that such Damages are finally determined by a court of competent jurisdiction to have directly resulted from the gross negligence or willful misconduct of such Indemnified Person (and in such case, such Indemnified Person shall promptly return to Counterparty any amounts previously expended Counterparty hereunder).

(e) Delivery of Unregistered Shares. Notwithstanding Section 9.11 of the Equity Definitions, the parties hereto acknowledge and agree that the Equity Amount to be delivered by the Deutsche will consist of Option Shares that will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or registered or qualified under any applicable state or foreign securities laws. Counterparty represents, warrants and agrees on the date hereof, on the Assignment Effective Date (as defined in the Option Transaction) and on each date on which an Equity Amount becomes due that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act and that it will transfer the Option Shares upon receipt only pursuant to a registration statement under the Securities Act or a transaction exempt from registration under the Securities Act.

(f) Corporate Restructuring Contemplated in Plan of Reorganization. The Plan of Reorganization currently contemplates that, on the Effective Date (as defined in the Plan of Reorganization), Owens Corning intends to effect a restructuring plan which would organize Owens Corning and its subsidiaries along Owens Corning’s major business lines. This restructuring plan may result in the creation of a new Delaware company to serve as the parent corporation and holding company for Owens Corning and its subsidiaries (“Holdco”). To the extent that such plan to create the Holdco structure is effected with the approval of the Bankruptcy Court, Counterparty and Deutsche shall make appropriate modifications to this Confirmation to reflect the Holdco structure.

(g) Deutsche Branch Office. Section 10(a) of the Agreement shall apply to Deutsche.

(h) Miscellaneous.

(i) The parties hereto intend as follows: (A) Deutsche and any collateral custodian is a “financial institution” within the meaning of Section 101(22) of the United States Bankruptcy Code (the “Bankruptcy Code”) and, in the case of any collateral custodian, is acting as agent or custodian for Deutsche in connection with this Confirmation; (B) this Confirmation is a “securities contract” as such term is defined in Section 741(7) of the Bankruptcy Code, qualifying for protection under Section 555 of the Bankruptcy Code and a swap agreement, as such term is defined in Section 101(53B) of the Bankruptcy Code, qualifying for protection under Section 560 of the Bankruptcy Code; (C) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to this Transaction constitute “margin payments” as defined in Section 741(5) of the Bankruptcy Code and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement;” and (D) all payments for, under or in connection with this Transaction, all payments for Shares and the transfer of such Shares constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement.”

(ii) Whenever delivery of funds or other assets is required hereunder by or to Counterparty, such delivery shall be effected through DBNY. In addition, all notices, demands and communications of any kind relating to this Transaction between Deutsche and Counterparty shall be transmitted exclusively through DBNY.

(m) Consent Required for Amendments Prior to Assignment Effective Date. No amendments, modifications, alterations or waivers (except as provided in clause (j) above) shall be made hereto prior to the Assignment Effective Date (as defined in the Option Transaction without the prior written consent of Deutsche.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it by mail or facsimile transmission to the fax number indicated above.

Very truly yours,

DEUTSCHE BANK AG, LONDON BRANCH	REVIEWED BY:

By: ______________________________	By: ______________________________
Name:
Title: Attorney-in-Fact


By: ______________________________	By: ______________________________
Name:
Title: Attorney-in-Fact


DEUTSCHE BANK AG, NEW YORK BRANCH acting solely as Agent in connection with this Transaction

By: ______________________________
Name:
Title: Attorney-in-Fact


By: ______________________________
Name:
Title: Attorney-in-Fact


Confirmed as of the date first above written:

D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.


By: ______________________________
Name:
Title:

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