8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2017

Owens Corning

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-33100	43-2109021
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Owens Corning Parkway
Toledo, Ohio	43659
(Address of Principal Executive Offices)	(Zip Code)

(419) 248-8000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events.

In connection with the sale of $600,000,000 aggregate principal amount of 4.300% senior notes due 2047 by Owens Corning (the “Company”), the Company is filing herewith the following exhibits to its Registration Statement on Form S-3 (File No. 333-202011):

1. Underwriting Agreement, dated as of June 21, 2017, by and among the Company, the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein.

2. Eighth Supplemental Indenture, dated as of June 26, 2017, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.

3. Form of 4.300% Senior Note due 2047 and Notation of Guarantee.

4. Opinion of Jones Day.

5. Opinion of Stites & Harbison PLLC.

6. Opinion of Reinhart Boerner Van Deuren s.c.

7. Opinion of K&L Gates LLP.

8. Computation of Ratio of Earnings to Fixed Charges.

9. Consent of Jones Day.

10. Consent of Stites & Harbison PLLC.

11. Consent of Reinhart Boerner Van Deuren s.c.

12. Consent of K&L Gates LLP.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
1.1	Underwriting Agreement, dated as of June 21, 2017, by and among the Company, the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein.
4.1	Eighth Supplemental Indenture, dated as of June 26, 2017, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
4.2	Form of 4.300% Senior Note due 2047 and Notation of Guarantee (included in Exhibit 4.1)
5.1	Opinion of Jones Day.
5.2	Opinion of Stites & Harbison PLLC.
5.3	Opinion of Reinhart Boerner Van Deuren s.c.

- 2 -

5.4	Opinion of K&L Gates LLP.
12.1	Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Jones Day (included in Exhibit 5.1).
23.2	Consent of Stites & Harbison PLLC (included in Exhibit 5.2).
23.3	Consent of Reinhart Boerner Van Deuren s.c. (included in Exhibit 5.3).
23.4	Consent of K&L Gates LLP (included in Exhibit 5.4).

- 3 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		OWENS CORNING
June 26, 2017	By:	/s/ Ava Harter Ava Harter Senior Vice President, General Counsel and Secretary

- 4 -

Exhibit Index

Exhibit Number	Description
1.1	Underwriting Agreement, dated as of June 21, 2017, by and among the Company, the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein.
4.1	Eighth Supplemental Indenture, dated as of June 26, 2017, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
4.2	Form of 4.300% Senior Note due 2047 and Notation of Guarantee (included in Exhibit 4.1)
5.1	Opinion of Jones Day.
5.2	Opinion of Stites & Harbison PLLC.
5.3	Opinion of Reinhart Boerner Van Deuren s.c.
5.4	Opinion of K&L Gates LLP.
12.1 23.1 23.2 23.3 23.4	Computation of Ratio of Earnings to Fixed Charges. Consent of Jones Day (included in Exhibit 5.1). Consent of Stites & Harbison PLLC (included in Exhibit 5.2). Consent of Reinhart Boerner Van Deuren s.c. (included in Exhibit 5.3). Consent of K&L Gates LLP (included in Exhibit 5.4).

- 5 -

EX-1.1

Exhibit 1.1

OWENS CORNING

(a Delaware corporation)

$600,000,000

4.300% Senior Notes due 2047

UNDERWRITING AGREEMENT

Dated: June 21, 2017

TABLE OF CONTENTS

		Page
SECTION 1.	Representations and Warranties		4
(a)	Representations and Warranties by the Company and the Guarantors		4
(b)	Representations and Warranties by the Underwriters		16
SECTION 2.	Sale and Delivery to Underwriters; Closing		17
(a)	Securities		17
(b)	Public Offer		17
(c)	Delivery and Payment		17
SECTION 3.	Covenants of the Company		18
SECTION 4.	Payment of Expenses		21
(a)	Expenses		21
(b)	Termination of Agreement		22
SECTION 5.	Conditions of Underwriters’ Obligations		22
(a)	Effectiveness of Registration Statement		22
(b)	Prospectus		23
(c)	Opinion of Counsel for Company and Certain Guarantors		23
(d)	Opinion of Counsel for Soltech, Inc		23
(e)	Opinion of Counsel for CDC Corporation		23
(f)	Opinion of Counsel for InterWrap Corp.		23
(g)	Company Opinion		23
(h)	Opinion of Counsel for Underwriters		23
(i)	Officers’ Certificate		23
(j)	Chief Financial Officer’s Certificate		24
(k)	Comfort Letters		24
(l)	Material Changes		24
(m)	Ratings		24
(n)	Certificates		25
(o)	Additional Documents		25
(p)	Termination of Agreement		25
SECTION 6.	Indemnification		25
(a)	Indemnification of Underwriters		25

-i-

TABLE OF CONTENTS

(continued)

		Page
(b)	Indemnification of Company, Directors and Officers and Guarantors		26
(c)	Actions against Parties; Notification		26
(d)	Settlement without Consent if Failure to Reimburse		27
SECTION 7.	Contribution		27
SECTION 8.	Representations, Warranties and Agreements to Survive		29
SECTION 9.	Termination of Agreement		29
(a)	Termination		29
(b)	Liabilities		29
SECTION 10.	Default by an Underwriter		29
SECTION 11.	Notices		30
SECTION 12.	USA Patriot Act		30
SECTION 13.	No Advisory or Fiduciary Relationship		31
SECTION 14.	Parties		31
SECTION 15.	Trial by Jury		31
SECTION 16.	Governing Law		31
SECTION 17.	Time		32
SECTION 18.	Partial Unenforceability		32
SECTION 19.	Counterparts; Electronic Signature		32
SECTION 20.	Effect of Headings		32

-ii-

OWENS CORNING

(a Delaware corporation)

$600,000,000

4.300% Senior Notes due 2047

UNDERWRITING AGREEMENT

June 21, 2017

Merrill Lynch, Pierce, Fenner & Smith

                             Incorporated

One Bryant Park

New York, New York 10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10172

Wells Fargo Securities, LLC

550 South Tryon Street

Charlotte, North Carolina 28202

Ladies and Gentlemen:

Owens Corning, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 aggregate principal amount of the Company’s 4.300% Senior Notes due 2047 (the “Notes”). The Notes will be fully and unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) by each of the subsidiaries of the Company listed on Schedule B hereto (the “Guarantors”). Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities.

The Securities will be issued pursuant to an indenture, dated as of June 2, 2009, as amended or supplemented by the Third and Fourth Supplemental Indentures thereto (the “Base Indenture”), between the Company, the subsidiary guarantors party thereto and Wells Fargo, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Securities will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Time (as defined in Section 2(c) below), between the Company and the Depositary.

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (Registration No. 333-202011), as amended by Post-Effective Amendment No. 1 thereto, covering the public offering and sale of certain securities, including the Securities, by the Company and the Guarantors, under the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder (the “1933 Act Regulations”), which automatic shelf registration statement, including Post-Effective Amendment No. 1 thereto, became effective under Rule 462(e) under the 1933 Act Regulations (“Rule 462(e)”). Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the 1933 Act Regulations (“Rule 430B”), and is referred to herein as the “Registration Statement;” provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. Each preliminary prospectus supplement used in connection with the offering of the Securities, if any, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, and the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, is referred to herein as a “preliminary prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Securities in accordance with the provisions of Rule 424(b) under the 1933 Act Regulations (“Rule 424(b)”). The final prospectus supplement, in the form first furnished or made available to the Underwriters for use in connection with the offering of the Securities, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, and the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, is referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

2

As used in this Agreement:

“Applicable Time” means 2:20 p.m. New York City time, on June 21, 2017 or such other time as agreed by the Company and the Underwriters.

“General Disclosure Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the prospectus (including any documents incorporated therein by reference) that is included in the Registration Statement as of the Applicable Time and the information included on Schedule C hereto, all considered together.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “bonafide electronic road show,” as defined in Rule 433), as evidenced by it being specified in Schedule E hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

“Material Adverse Effect” means a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, governmental body, regulatory body, administrative agency or other entity of whatever nature.

3

“Subsidiary” means, with respect to any specified person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”); and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated thereunder (the “1934 Act Regulations”), incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, at or after the Execution Time.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, represent and warrant to each Underwriter as of the date hereof, the Applicable Time and the Closing Time (as defined below), and agrees with each Underwriter, as follows:

(i) Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any

4

preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened. The Company has complied with each request (if any) from the Commission for additional information. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “1939 Act”).

Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1939 Act. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and 1934 Act Regulations.

(ii) Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at the Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at the Closing Time, will include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 Act of the Trustee or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General

5

Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts” and the information in the first and second paragraphs under the heading “Underwriting–Short Positions” in the Prospectus (collectively, the “Underwriter Information”).

(iii) Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

(iv) Well-Known Seasoned Issuer. (A) At the original effectiveness of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the 1933 Act, and (D) as of the Execution Time, the Company was and is a “well-known seasoned issuer” (as defined in Rule 405).

(v) Company Not Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

(vi) Capitalization. The authorized, issued and outstanding shares of capital stock of the Company as of March 31, 2017 are as set forth in the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization.”

(vii) No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no Material Adverse Effect and (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise.

6

(viii) Incorporation. Each of the Company and its Subsidiaries has been duly incorporated, formed or otherwise organized and is validly existing as a corporation, limited liability company, partnership or other company form in good standing under the laws of the jurisdiction in which it is chartered, formed or organized, with full corporate, limited liability company, partnership or other company power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the General Disclosure Package and the Prospectus, and is duly qualified to do business as a foreign corporation, limited liability company, partnership or other company form and is in good standing under the laws of each jurisdiction which requires such qualification except where the failure to have such power, be so qualified or in good standing has not had or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(ix) Capital Stock. All the outstanding capital stock of the Company and each of its Subsidiaries which is a corporation has been duly and validly authorized and issued and are fully paid and nonassessable and, except as otherwise set forth in the General Disclosure Package and each preliminary prospectus, all of the capital stock, limited liability company interests or partnership interests, as applicable, of the Company’s Subsidiaries, to the extent owned by the Company either directly or through its Subsidiaries, is owned by the Company free and clear of any security interests, claims, liens or encumbrances.

(x) Debt Securities and Tax Disclosure. The statements (A) in each preliminary prospectus and the Prospectus under the headings “Summary,” “Material U.S. Federal Income Tax Considerations”, “Description of the Notes” and “Description of Debt Securities,” (B) in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2016 under the headings “Risk Factors,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Environmental Matters,” and (C) in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 under the headings “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Environmental Matters,” fairly and accurately summarize in all material respects the matters described therein (insofar as they purport to describe the provisions of laws and documents referred to therein); and the Securities and the Indenture conform in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus.

(xi) Authorization. This Agreement and the Base Indenture have been duly authorized, executed and delivered by the Company and the Guarantors who are parties hereto and thereto; the Indenture has been duly qualified under the 1939 Act; the Supplemental Indenture has been duly authorized by the Company and the Guarantors and, assuming due authorization, execution and delivery thereof by the Trustee, when executed and delivered by the Company and the Guarantors, the Indenture will constitute

7

a legal, valid, binding instrument enforceable against the Company and the Guarantors in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (“Enforceability Exceptions”)); the Notes have been duly authorized, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters, will have been duly executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the Indenture (subject to Enforceability Exceptions); the Guarantees have been duly authorized, and, when the Notes have been executed and authenticated and the Notation of Guarantee (the “Notation of Guarantee”) have been executed, all in accordance with the provisions of the Indenture, and the Notes have been delivered to and paid for by the Underwriters, the Guarantees will constitute the legal, valid and binding obligations of the Guarantors entitled to the benefits of the Indenture (subject to Enforceability Exceptions).

(xii) Investment Company. The Company is not and, after giving effect to the offering and sale of the Securities as described in the General Disclosure Package and the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.

(xiii) Consents. No consent, approval, authorization or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except those consents, approvals, authorizations, filings or orders that (A) have been obtained under the 1933 Act and the Trust Indenture Act, (B) may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein, (C) as have been described in the General Disclosure Package or (D) the absence of which could not reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated herein.

(xiv) No Violation. None of the execution and delivery of this Agreement or the Supplemental Indenture, the sale of the Securities, the consummation of any other of the transactions herein contemplated, or the fulfillment of the terms hereof will result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries, or a Repayment Event (as defined below), pursuant to, (A) the charter or by-laws or comparable constituting documents of the Company or any of its Subsidiaries, (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Subsidiaries is a party or bound or to which its or their property is subject or (C) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental

8

body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their properties, which violation, default or imposition would, in the case of clauses (B) and (C) above, have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of material indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

(xv) Registration Rights. No holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

(xvi) Financial Statements. The consolidated historical financial statements and schedules of the Company and its consolidated Subsidiaries included or incorporated by reference in the General Disclosure Package, the Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the 1933 Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The selected financial data set forth under the caption “Selected Financial Information” included in or incorporated by reference in any preliminary prospectus, the Prospectus and Registration Statement fairly present in all material respects, on the basis stated in or incorporated by reference in each preliminary prospectus, the Prospectus and the Registration Statement, the information included therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package, the Prospectus and the Registration Statement fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

(xvii) No Action. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (A) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the Indenture or the consummation of any of the transactions contemplated hereby or (B) could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

(xviii) Properties. The Company and each of its Subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

9

(xix) Conflict. Neither the Company nor any of its Subsidiaries is (i) in violation of any provision of its charter or bylaws or comparable constituting documents or (ii) in violation of or default under (A) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (B) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such Subsidiary or any of its properties, as applicable, except, with respect to clause (ii) (A) and (B) above, for such violations or defaults that would not have a Material Adverse Effect.

(xx) Independent Public Accountants. PricewaterhouseCoopers LLP, who has certified certain financial statements of the Company and its consolidated Subsidiaries and delivered their report with respect to the audited consolidated financial statements and the schedule included or incorporated by reference in the General Disclosure Package and the Prospectus, are independent public accountants with respect to the Company in accordance with the rules of the Public Company Accounting Oversight Board and within the meaning of the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations.

(xxi) Taxes and Duties. There are no stamp or other transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement or the sale of the Securities.

(xxii) Tax Matters. The Company has filed all tax returns that are required to be filed by it or has requested extensions thereof (except in each case in which the failure to so file or so request an extension would not have a Material Adverse Effect) and has paid all taxes (including any interest imposed thereon, or any penalties or additions to tax imposed with respect thereto) and any other similar assessments or fines levied against it to the extent that any of the foregoing is due and payable, except for any such tax, assessment, or fine that is currently being contested in good faith or as would not have a Material Adverse Effect.

(xxiii) Labor. No labor problem or dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its Subsidiaries’ principal suppliers, contractors or customers, that could have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

10

(xxiv) Insurance. (A) The Company and each of its Significant Subsidiaries (as defined under Item 1-02(w) of Regulation S-X) have insurance covering their respective material properties, material operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are customary for companies whose businesses are similar to the Company and each of its Subsidiaries, respectively, and (B) neither the Company nor any of its Subsidiaries has (i) received written notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain substantially similar coverage at reasonable cost from substantially similar insurers as may be necessary to continue its business, except, in the case of (i) and (ii), as would not have a Material Adverse Effect or except as set forth in or contemplated in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

(xxv) Dividend Restrictions. None of the Company’s wholly owned U.S. domestic Subsidiaries is currently prohibited, directly or indirectly, from paying any dividends to the Company or a Subsidiary of the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company, except as described in or contemplated by the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto) or as set forth in (a) the Amended and Restated Intercompany Subordination Agreement, dated as of November 13, 2015, among the Company, certain Subsidiaries of the Company and Wells Fargo Bank, National Association, as administrative agent, as amended or supplemented, (b) the Intercompany Subordination Agreement, dated as of June 8, 2017, among the Company, certain Subsidiaries of the Company and Wells Fargo Bank, National Association, as administrative agent, as amended or supplemented or (c) the Second Amended and Restated Receivables Purchase Agreement, dated as of May 5, 2017, by and among Owens Corning Receivables LLC, Owens Corning Sales, LLC, the various conduit purchasers, related committed purchasers, LC banks and purchaser agents from time to time party thereto PNC Bank, National Association, as administrator, and PNC Capital Markets LLC, as structuring agent, as amended or supplemented.

(xxvi) Licenses. The Company and the Guarantors possess all licenses, certificates, permits and other authorizations issued by all applicable authorities necessary to conduct their respective businesses, and neither the Company nor any such Guarantor has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

11

(xxvii) Internal Controls. The Company and its Subsidiaries collectively maintain (A) effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the 1934 Act Regulations) and (B) a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s and its Subsidiaries internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s and its Subsidiaries internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s and its Subsidiaries internal control over financial reporting. The Company and its Subsidiaries collectively maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the 1934 Act); such disclosure controls and procedures are effective; and the Company and its Subsidiaries’ internal control over financial reporting are effective and the Company and its Subsidiaries are not aware of any material weakness in their internal control over financial reporting.

(xxviii) Absence of Manipulation. The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the 1934 Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(xxix) Compliance with Environmental Laws. The Company and its Subsidiaries are (A) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants, including any laws or regulations relating to the storage, release, disposal or other handing or management of asbestos or asbestos-related products (“Environmental Laws”), (B) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (C) have not received notice of any actual or potential liability under any environmental law, including as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

12

(xxx) Review of Effect of Environmental Laws. In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

(xxxi) ERISA. Except as set forth in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the Company or by any trade or business (whether or not incorporated) which, together with the Company or any Subsidiary, would be treated as a single employer under Section 414 of the Code or Section 4001 of ERISA (an “ERISA Affiliate”) for employees or former employees of the Company and its ERISA Affiliates (a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including, but not limited to, ERISA and the Internal Revenue Code of 1986, as amended (the “Code”), except where the failure to comply with such applicable statutes, orders, rules and regulations would not, individually or in the aggregate, have a Material Adverse Effect; as of the date hereof, no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any such Plan excluding transactions effected pursuant to a statutory or administrative exemption and except such transactions that would not, individually or in the aggregate, have a Material Adverse Effect; each such Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or is based on a form which has received a favorable opinion letter, on which the Company or its applicable ERISA Affiliate is entitled to rely from the Internal Revenue Service covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 (or has submitted, or is within the remedial amendment period for submitting, an application for such a determination letter and is awaiting a response from the Internal Revenue Service), and, as of the date hereof, the Company has no knowledge of any event or condition that would result in the revocation or failure to issue any such determination letter or opinion letter; for each such Plan sponsored by the Company that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, there has been no failure to satisfy the minimum funding

13

standards of Section 412 of the Code or Section 302 of ERISA; and no “reportable event” (within the meaning of Section 4043 of ERISA) has occurred with respect to any such Plan that is subject to Title IV of ERISA, except as would not, individually or in the aggregate, have a Material Adverse Effect.

(xxxii) Sarbanes-Oxley. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating to loans and Sections 302 and 906 relating to certifications.

(xxxiii) No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(xxxiv) Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with (A) to the knowledge of the Company, applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and (B) the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company and each of the Guarantors, threatened.

14

(xxxv) No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, the Crimea region, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(xxxvi) Guarantors. Each guarantor under the Company’s Amended and Restated Credit Agreement, dated as of November 13, 2015, as amended, among the Company, as borrower, its Subsidiaries a party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, is also a Guarantor (as defined herein).

(xxxvii) Intellectual Property. The Company and its Subsidiaries possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or patentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and the Company and its Subsidiaries have not received any written

15

notice of any claim of infringement of, or written notice of any conflict with, any such rights of others, except where such claim of infringement or written notice of any conflict, if adjudicated unfavorably against the Company, has not had or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(xxxviii) Affiliation With Underwriters. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters.

(xxxix) Immunity. Neither the Company nor any of its Subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the State of New York.

(xl) Certificates. Any certificate signed by any officer of the Company or the Guarantors and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company or the Guarantors, as the case may be, as to matters covered thereby, to each Underwriter.

(b) Representations and Warranties by the Underwriters. Each Underwriter represents and warrants to the Company and each Guarantor as of the date hereof, the Applicable Time and the Closing Time (as defined below), and agrees with the Company and each Guarantor, as follows:

(i) European Economic Area. In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Securities which are the subject of the offering contemplated by this Agreement to the public in that Relevant Member State other than:

(A) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(B) to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by us for any such offer; or

(C) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

16

provided, that no such offer of the Securities shall require the Company, any Guarantor or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For purposes of this Section 1(b)(i), the expression “an offer of the Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measure in the Relevant Member State.

(ii) United Kingdom. It (A) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantors, and (B) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

SECTION 2. Sale and Delivery to Underwriters; Closing.

(a) Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule C, the principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

(b) Public Offer. The Company and the Guarantors are advised by the Underwriters that the Underwriters propose to make a public offering of the Securities, as described in the General Disclosure Package and the Prospectus, as soon after the Execution Time as in the Underwriters’ judgment is advisable.

(c) Delivery and Payment. Delivery of and payment for the Securities shall be made on the date and at the time specified in Schedule C hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the

17

Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Time”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of the Depositary unless the Representatives shall otherwise instruct. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than two Business Days in advance of the Closing Time.

SECTION 3. Covenants of the Company. (A) The Company agrees with each Underwriter that:

(a) Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Prospectus or any preliminary prospectus) to the prospectus contained in the Registration Statement unless the Company has furnished to the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement without the prior written consent of the Representatives, which consent shall not be withheld unreasonably, unless the Company is required by law to make such filing before consent can be given.

(b) The Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed (without reliance on Rule 424(b)(8)) and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Securities, subject to this Section 3(b), any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement (including any filings under Rule 462(b) of the 1933 Act), or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (vi) if the Company or the Guarantors become the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

18

(c) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the General Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any use of the General Disclosure Package may cease until it is amended or supplemented, (ii) amend or supplement the General Disclosure Package to correct such statement or omission and (iii) supply any amendment or supplement to the Underwriters in such quantities as the Underwriters may reasonably request.

(d) The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the General Disclosure Package and the Prospectus. If, at any time when a prospectus relating to the Securities is required to be delivered under the 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Prospectus to comply with the 1933 Act or the 1934 Act or the respective rules thereunder, including in connection with use or delivery of the Prospectus, the Company promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the Commission, subject to the second sentence of Section 3(b), an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its reasonable best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iv) supply any supplemented Prospectus to the several Underwriters and counsel for the Underwriters, without charge, in such quantities as the Underwriters may reasonably request; provided that the Company shall not file or use any such amendment, supplement or new registration statement to which the Underwriters or counsel for the Underwriters shall reasonably object on a timely basis; but provided further that the Company may file such amendment, supplement or registration statement, if, in the reasonable judgment of the Company, upon advice of counsel, such filing is necessary in order to comply with applicable law. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Underwriters or counsel for the Underwriters shall reasonably object.

19

(e) The Company will, for a period of twelve months following the Execution Time, furnish to the Representatives (i) all reports or other communications (financial or other) generally made available to the stockholders of the Company, and deliver such reports and communications to the Representatives as soon as they are available, unless such documents are furnished to or filed with the Commission or any securities exchange on which any class of securities of the Company is listed and generally made available to the public and (ii) such additional information concerning the business and financial condition of the Company, including an earnings statement or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158, as the Representatives may from time to time reasonably request (such statements to be on a consolidated basis to the extent the accounts of the Company and its Subsidiaries are consolidated in reports furnished to their stockholders).

(f) The Company will furnish to the Underwriters and counsel for the Underwriters, without charge, copies of the signed Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) by an Underwriter or dealer may be required by the 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each preliminary prospectus, the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Underwriters may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.

(g) The Company will use reasonable best efforts to arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. The Company will promptly advise the Representatives of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(h) During the period commencing on the date hereof and ending on the Closing Time, the Company will not, without the prior written consent of the Representatives, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the 1934 Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the 1933 Act in respect of, any debt securities of the Company similar to the Notes or securities exchangeable for or convertible into debt securities similar to the Notes (other than as contemplated by this Agreement with respect to the Notes).

20

(i) The Company will prepare a final term sheet containing only a description of the Securities, in a form approved by the Underwriters and attached as Schedule D hereto, and will file such term sheet pursuant to Rule 433(d) under the 1933 Act within the time required by such rule (such term sheet, the “Final Term Sheet”). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.

(j) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the 1934 Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(k) The Company agrees with each Underwriter that, unless it has or shall have obtained the prior written consent of the Underwriters, and each Underwriter, severally and not jointly, agrees with the Company, unless it has or shall have obtained the prior written consent of the Company, other than one or more Bloomberg term sheets relating to the Securities containing customary information and conveyed to purchasers of the Securities, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the 1933 Act Regulations) required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule E hereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(l) The Company will cooperate with the Representatives and use its reasonable best efforts to permit the Securities to be eligible for clearance and settlement through The Depositary.

SECTION 4. Payment of Expenses.

(a) Expenses. The Company will pay expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation and delivery of the certificates for the Securities to the Underwriters, including any issue, transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriters, (iii) the fees and disbursements of the Company’s counsel, accountants and other advisors, (iv) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(g), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith, (v)

21

the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto, (vi) the fees and expenses of the trustee for the Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, (viii) the filing fees required to be made with the Financial Industry Regulatory Authority “(FINRA”), including the reasonable fees and disbursements of counsel to the Underwriters in connection therewith, (ix) any fees payable in connection with the rating of the Notes with the ratings agencies, and (x) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Notes by the Depositary for “book-entry” transfer.

(b) Termination of Agreement. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 5(p), Section 9(a)(i) or (iii) or Section 10 (other than with respect to any defaulting Underwriter), the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

SECTION 5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors contained herein as of the Execution Time and the Closing Time, to the accuracy of the statements of the Company and the Guarantors made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditions:

(a) Effectiveness of Registration Statement. At the Closing Time, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes shall have been instituted or be pending or, to the Company’s knowledge, threatened; and the Company shall have complied with each request (if any) from the Commission for additional information. The Company shall have paid the required Commission filing fees relating to the Securities within the time period required by Rule 456(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).

22

(b) Prospectus. The Prospectus, and any supplement thereto, shall have been filed in the manner and within the time period required by Rule 424(b); and any other material required to be filed by the Company pursuant to Rule 433(d) under the 1933 Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433.

(c) Opinion of Counsel for Company and Certain Guarantors. The Company shall have requested and caused Jones Day, counsel for the Company and the Guarantors listed on Schedule B hereto, other than Soltech, Inc., CDC Corporation and InterWrap Corp., to have furnished to the Underwriters its opinion, dated the Closing Time and addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters.

(d) Opinion of Counsel for Soltech, Inc. The Company shall have requested and caused Stites & Harbison PLLC, counsel for Soltech, Inc., to have furnished to the Underwriters its opinion, dated the Closing Time and addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters.

(e) Opinion of Counsel for CDC Corporation. The Company shall have requested and caused Reinhart Boerner Van Deuren s.c., counsel for CDC Corporation, to have furnished to the Underwriters its opinion, dated the Closing Time and addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters.

(f) Opinion of Counsel for InterWrap Corp. The Company shall have requested and caused K&L Gates LLP, counsel for InterWrap Corp., to have furnished to the Underwriters its opinion, dated the Closing Time and addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters.

(g) Company Opinion. Ava Harter, Senior Vice President, General Counsel and Secretary of the Company, shall have furnished to the Underwriters her opinion, dated the Closing Time and addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters.

(h) Opinion of Counsel for Underwriters. At the Closing Time, the Underwriters shall have received an opinion and negative assurance letter, dated the Closing Time, of Morgan, Lewis & Bockius LLP, counsel for the Underwriters, relating to matters as the Underwriters may reasonably require.

(i) Officers’ Certificate. The Company shall have furnished to the Underwriters a certificate of the Company, signed by (x) the Chairman of the Board, the President or the Chief Financial Officer and (y) the principal financial or accounting officer of the Company, dated the Closing Time, to the effect that the signers of such certificate have carefully examined the Registration Statement, the General Disclosure Package, the Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that:

23

(i) the representations and warranties of the Company and the Guarantors in this Agreement are true and correct as of the Closing Time with the same effect as if made at the Closing Time and the Company and the Guarantors have complied with all the agreements and satisfied all the conditions on their part to be performed or satisfied at or prior to the Closing Time;

(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(iii) since the date of the most recent financial statements included in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

(j) Chief Financial Officer’s Certificate. The Company shall have furnished to the Underwriters, at the Execution Time and at the Closing Time, a certificate of the Company, signed by the Chief Financial Officer, in each case in the form attached as Exhibit A hereto.

(k) Comfort Letters. The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, at the Execution Time and at the Closing Time, letters, (which may refer to letters previously delivered to one or more of the Underwriters), dated respectively as of the Execution Time and as of the Closing Time, in form and substance satisfactory to the Underwriters.

(l) Material Changes. Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement and the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (j) of this Section 5 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

(m) Ratings. Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by Standard & Poor’s Financial Services LLC, Moody’s Investors Service, Inc., Fitch Inc. or any of their respective successors, or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

24

(n) Certificates. Prior to the Closing Time, the Company and the Guarantors shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

(o) Additional Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(p) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Time and such termination shall be without liability of any party to any other party, except as provided in Section 4(b) and except that Sections 1, 6, 7, 8, 14 and 15 shall survive any such termination and remain in full force and effect.

SECTION 6. Indemnification.

(a) Indemnification of Underwriters. The Company and each of the Guarantors, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

25

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

(b) Indemnification of Company, Directors and Officers and Guarantors. Each Underwriter severally agrees to indemnify and hold harmless the Company, the Guarantors, each of their respective directors, each of their respective officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

(c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of

26

the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the Guarantors, on the one hand, and the total underwriting discount received by the Underwriters, on the other hand bear to the aggregate public offering price of the Securities.

27

The relative fault of the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Guarantors or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company, the Guarantors and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company and of each Guarantor, each officer of the Company and of each Guarantor who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Securities set forth opposite their respective names in Schedule A hereto and not joint.

28

SECTION 8. Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its Subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors, any person controlling the Company and (ii) delivery of and payment for the Securities.

SECTION 9. Termination of Agreement.

(a) Termination. The Underwriters may terminate this Agreement by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the General Disclosure Package or the Prospectus, any Material Adverse Effect, in each case the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, (iv) if trading generally on the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (vi) if a banking moratorium has been declared by either federal or New York authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4(b), and provided further that Sections 1, 6, 7, 8, 14 and 15 shall survive such termination and remain in full force and effect.

SECTION 10. Default by an Underwriter. If one of the Underwriters shall fail at the Closing Time to purchase the Securities which it is obligated to purchase under this Agreement (the “Defaulted Securities”), the other Underwriters (the “non-defaulting Underwriters”) shall have the right, within 24 hours thereafter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriters shall not have completed such purchase within such 24-hour period, then:

29

(i) if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased on such date, the non-defaulting Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount of the Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of such Securities set forth the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the full amount thereof, or

(ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement, either the (i) non-defaulting Underwriter or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

SECTION 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to (a) Merrill Lynch, Pierce, Fenner & Smith Incorporated, at 50 Rockefeller Plaza, NY1-050-12-02, New York, New York 10020, Facsimile: (646) 855-5958 Attention: High Grade Transaction Management/Legal, (b) Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel, Facsimile: (646) 291-1469, (c) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attn: Investment Grade Syndicate Desk – 3rd floor, Fax: (212) 834-6081, and (d) Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Facsimile: (704) 410-0326, Attention: Transaction Management; notices to the Company shall be directed to One Owens Corning Parkway, Toledo, Ohio 43659, Facsimile: (419) 248-8445, Attention: Matthew T. Franklin, Law Director – Transactions, with a copy to Jones Day, 901 Lakeside Avenue, Cleveland, Ohio 44114, Attention: Christopher M. Kelly and Michael J. Solecki.

SECTION 12. USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

30

SECTION 13. No Advisory or Fiduciary Relationship. Each of the Company and the Guarantors acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its Subsidiaries or any of the Company’s stockholders, creditors, employees, beneficiaries, trustees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Guarantor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Guarantors with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Guarantors and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and the Guarantors have consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

SECTION 14. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and the Guarantors and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Guarantors and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Guarantors and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 15. Trial by Jury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), the Guarantors and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

SECTION 16. GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

31

SECTION 17. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 18. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 19. Counterparts; Electronic Signature. This Agreement may be executed by facsimile or other electronic transmission and in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

SECTION 20. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Guarantors in accordance with its terms.

32

Very truly yours,
OWENS CORNING
By	/s/ Michael C. McMurray
Name:	Michael C. McMurray
Title:	Senior Vice President and Chief Financial Officer
CDC CORPORATION,
ENGINEERED PIPE SYSTEMS, INC.,
ERIC COMPANY,
INTERWRAP CORP.,
IPM INC.,
OWENS CORNING AUTOMOTIVE, LLC,
OWENS CORNING COMPOSITE MATERIALS, LLC,
OWENS CORNING CONSTRUCTION SERVICES, LLC,
OCV INTELLECTUAL CAPITAL, LLC,
OWENS CORNING FOAM INSULATION, LLC,
OWENS CORNING FRANCHISING, LLC,
OWENS-CORNING FUNDING CORPORATION,
OWENS CORNING HOMEXPERTS, INC.,
OWENS CORNING HT, INC.,
OWENS CORNING INSULATING SYSTEMS, LLC,
OWENS CORNING INTELLECTUAL CAPITAL, LLC,
OWENS CORNING MINERAL WOOL, LLC,
OWENS CORNING NON-WOVEN TECHNOLOGY, LLC,
OWENS CORNING ROOFING AND ASPHALT, LLC,
OWENS CORNING SALES, LLC,
OWENS CORNING SCIENCE AND TECHNOLOGY, LLC,
OWENS CORNING TECHNICAL FABRICS, LLC,
OWENS CORNING U.S. HOLDINGS, LLC,
SOLTECH, INC., and
THERMAFIBER, INC.
By	/s/ Brad Lazorka
Name:	Brad Lazorka
Title:	President or Treasurer

[Signature Page to Underwriting Agreement]

CONFIRMED AND ACCEPTED, as of the date first above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By	/s/ Happy H. Daily
	Name: Happy H. Daily
	Title: Managing Director
CITIGROUP GLOBAL MARKETS INC.
By	/s/ Adam D. Bordner
	Name: Adam D. Bordner
	Title: Vice President
J.P. MORGAN SECURITIES LLC
By	/s/ Som Bhattacharyya
	Name: Som Bhattacharyya
	Title: Executive Director
WELLS FARGO SECURITIES, LLC
By	/s/ Carolyn Hurley
	Name: Carolyn Hurley
	Title: Director

[Signature Page to Underwriting Agreement]

SCHEDULE A

Underwriter	Aggregate Principal Amount of Notes to be Purchased
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	126,000,000
Wells Fargo Securities, LLC Citigroup Global Markets Inc.		126,000,000 96,000,000
J.P. Morgan Securities LLC		96,000,000
BNP Paribas Securities Corp.		30,000,000
Goldman Sachs & Co. LLC		30,000,000
PNC Capital Markets LLC		30,000,000
Scotia Capital (USA) Inc.		30,000,000
Credit Agricole Securities (USA) Inc.		18,000,000
BB&T Capital Markets, a division of BB&T Securities, LLC		6,000,000
HSBC Securities (USA) Inc.		6,000,000
SunTrust Robinson Humphrey, Inc.		6,000,000
Total	$	600,000,000

SCHEDULE B

Guarantors

CDC Corporation

Engineered Pipe Systems, Inc.

Eric Company

InterWrap Corp.

IPM Inc.

OCV Intellectual Capital, LLC

Owens Corning Automotive, LLC

Owens Corning Composite Materials, LLC

Owens Corning Construction Services, LLC

Owens Corning Foam Insulation, LLC

Owens Corning Franchising, LLC

Owens-Corning Funding Corporation

Owens Corning HOMExperts, Inc.

Owens Corning HT, Inc.

Owens Corning Insulating Systems, LLC

Owens Corning Intellectual Capital, LLC

Owens Corning Mineral Wool, LLC

Owens Corning Non-Woven Technology, LLC

Owens Corning Roofing and Asphalt, LLC

Owens Corning Sales, LLC

Owens Corning Science and Technology, LLC

Owens Corning Technical Fabrics, LLC

Owens Corning U.S. Holdings, LLC

Soltech, Inc.

Thermafiber, Inc.

SCHEDULE C

Pricing Terms

Underwriting Agreement dated June 21, 2017

Registration Statement No. 333-202011

Representatives:	Merrill Lynch, Pierce, Fenner & Smith
	Incorporated
	Citigroup Global Markets Inc.
	J.P. Morgan Securities LLC
	Wells Fargo Securities, LLC

Title, Purchase Price and Description of Securities:

Title: 4.300% Senior Notes due 2047

Principal amount: $600,000,000

Maturity: July 15, 2047

Purchase price (include accrued interest or amortization, if any): 98.189% of principal amount

Sinking fund provisions: None

Redemption provisions: Prior to January 15, 2047, make-whole redemption at 25 bps; par on or after January 15, 2047

Closing Time and Location: June 26, 2017 at 10:00 a.m. at Morgan, Lewis & Bockius LLP, 1111 Pennsylvania Avenue NW, Washington, DC 20004

Type of Offering: Non-delayed

SCHEDULE D

Pricing Term Sheet

Owens Corning

$600,000,000

4.300% Senior Notes due 2047

This pricing term sheet to the preliminary prospectus supplement dated June 21, 2017 should be read together with the preliminary prospectus supplement before making a decision in connection with an investment in the securities. The information in this pricing term sheet supersedes the information contained in the preliminary prospectus supplement to the extent that it is inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the preliminary prospectus supplement.

Issuer:	Owens Corning
Security:	4.300% Senior Notes due 2047
Principal Amount:	$600,000,000
Trade Date:	June 21, 2017
Settlement Date:	June 26, 2017 (T+3)
Interest Payment Dates:	January 15 and July 15, commencing January 15, 2018
Maturity Date:	July 15, 2047
Coupon:	4.300%
Public Offering Price:	99.064% of the principal amount
Benchmark Treasury:	3.000% due February 15, 2047
Benchmark Treasury Price / Yield:	105-14 / 2.731%
Spread to Benchmark Treasury:	+162.5 basis points
Yield to Maturity:	4.356%
Optional Redemption Provisions:
Make-Whole Call:	Prior to January 15, 2047 (six months prior to their maturity), greater of par and a make whole at Treasury plus 25 basis points, plus accrued and unpaid interest to, but not including, the date of redemption.
Par Call:	On or after January 15, 2047 (six months prior to their maturity), par plus accrued and unpaid interest to, but not including, the date of redemption.

CUSIP / ISIN:	690742 AG6 / US690742AG60
Joint Book-Running Managers:	Merrill Lynch, Pierce, Fenner & Smith
	Incorporated
	Citigroup Global Markets Inc.
	J.P. Morgan Securities LLC
	Wells Fargo Securities, LLC
Senior Co-Managers:	BNP Paribas Securities Corp.
	Goldman Sachs & Co. LLC
	PNC Capital Markets LLC
	Scotia Capital (USA) Inc.
Co-Managers:	BB&T Capital Markets, a division of BB&T Securities, LLC
	Credit Agricole Securities (USA) Inc.
	HSBC Securities (USA) Inc.
	SunTrust Robinson Humphrey, Inc.
Conflicts of Interest:	$250.0 million of the net proceeds from this offering will be used to fund a portion of the purchase price of the acquisition of Pittsburgh Corning Corporation and Pittsburgh Corning Europe NV. The remaining net proceeds from this offering will be used to repurchase all of our outstanding 2019 Notes and a portion of our outstanding 2036 Notes, as well as for general corporate purposes (which may include the repayment of debt). If for any reason the closing of the acquisition of Pittsburgh Corning Corporation and Pittsburgh Corning Europe NV is significantly delayed or does not otherwise occur, we may use the portion of the net proceeds from this offering for general corporate purposes. Certain affiliates of the underwriters hold some of our 2019 Notes and 2036 Notes, participate in our Receivables Securitization Facility, and are lenders under our Amended and Restated Credit Agreement, our Incremental Term Loan which we obtained pursuant to our Senior Credit Facility and our June 8, 2017 Term Loan Agreement. In the event that any of the underwriters, together with their respective affiliates, receives at least 5% of the net proceeds of this offering, such underwriters will be deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. However, in accordance with FINRA Rule 5121, no “qualified independent underwriter” is required because the notes are investment grade-rated by one or more nationally recognized statistical rating agencies.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, or Citigroup Global Markets Inc. toll-free at 1-800-831-9146, or J.P. Morgan Securities LLC collect at 1-212-834-4533 or Wells Fargo Securities, LLC toll-free 1-800-645-3751.

SCHEDULE E

Permitted Free Writing Prospectuses

Final Term Sheet dated June 21, 2017

Exhibit A

FORM OF CFO CERTIFICATE

OWENS CORNING

CHIEF FINANCIAL OFFICER’S CERTIFICATE

June 21, 2017

I, Michael C. McMurray, Senior Vice President and Chief Financial Officer of Owens Corning, a Delaware corporation (the “Company”), do hereby determine and certify as follows:

1. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in (a) the Annual Report on Form 10-K for the year ended December 31, 2016 and (b) the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 fairly presented in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;

2. Except as otherwise indicated on Exhibit A with respect to certain immaterial differences, the data circled in Exhibit A attached hereto marked with: (a) #2 has been accurately derived from the records of the Company and its subsidiaries; (b) #3 has been accurately derived from internal management reports and analysis; and (c) #4 has been accurately recomputed from external sources;

3. No completed financial statements for any period subsequent to March 31, 2017 prepared in accordance with accounting principles generally accepted in the United States are available; and

4. Since March 31, 2017, I am unaware of the occurrence of any event that would obligate the Company to file with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K. You are aware that on April 26, 2017 the Company furnished to the SEC a Current Report on Form 8-K, and on May 5, May 9, May 15, and June 14, 2017 the Company filed with the SEC Current Reports on Form 8-K.

IN WITNESS WHEREOF, I have executed this Chief Financial Officer’s Certificate of the Company as of the date set forth above.

By:
Name:	Michael C. McMurray
Title:	Senior Vice President and Chief Financial Officer

[Signature Page to Chief Financial Officer’s Certificate]

EX-4.1

Exhibit 4.1

EIGHTH SUPPLEMENTAL INDENTURE

Dated as of June 26, 2017

Among

OWENS CORNING,

As Issuer

Each of the SUBSIDIARY GUARANTORS party hereto

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

As Trustee

4.300% Senior Notes Due 2047

THIS EIGHTH SUPPLEMENTAL INDENTURE (the “Eighth Supplemental Indenture”), dated as of June 26, 2017, among OWENS CORNING, a Delaware corporation (“Company”), the SUBSIDIARY GUARANTORS listed on the signature pages hereto (“Subsidiary Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America, as Trustee (“Trustee”).

W I T N E S S E T H:

WHEREAS, the Company, certain Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of June 2, 2009 (the “Original Indenture”) (as supplemented by that certain First Supplemental Indenture, dated as of June 8, 2009, as further supplemented by that certain Second Supplemental Indenture, dated as of May 26, 2010, as further supplemented by that certain Third Supplemental Indenture, dated as of October 22, 2012, as further supplemented by that certain Fourth Supplemental Indenture, dated as of November 12, 2014, as further supplemented by that certain Fifth Supplemental Indenture, dated as of August 8, 2016, as further supplemented by that certain Sixth Supplemental Indenture, dated as of October 3, 2016, as further supplemented by that certain Seventh Supplemental Indenture, dated as of February 27, 2017 and as hereby further supplemented, the “Indenture”), providing for the issuance from time to time of one or more series of the Company’s Securities;

WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a series of Securities to be designated as the “4.300% Senior Notes due 2047” (herein referred to as the “2047 Notes”), the form and substance of the 2047 Notes and the terms, provisions and conditions thereof to be set forth as provided in the Original Indenture and this Eighth Supplemental Indenture;

WHEREAS, Section 2.03 of the Original Indenture provides that various matters with respect to any series of Securities issued under the Indenture may be established in a supplemental indenture to the Indenture;

WHEREAS, Section 9.01(vii) of the Original Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may enter into a supplemental indenture to the Indenture to establish the form or terms of Securities of any series as permitted by the Original Indenture;

WHEREAS, Section 9.01(iv) of the Original Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may enter into a supplemental indenture to change or eliminate any of the provisions of the Indenture with respect to any series of Securities (other than any outstanding Securities of any series to which such modification would apply); and

WHEREAS, all acts and things necessary to make this Eighth Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done and performed; and the execution and delivery of this Eighth Supplemental Indenture have been in all respects duly authorized.

1

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt whereof is hereby acknowledged, it is agreed by and among the Company, the Subsidiary Guarantors, and the Trustee as follows:

ARTICLE ONE

Relation to Indenture; Additional Definitions

1.1 Relation to Indenture. This Eighth Supplemental Indenture constitutes an integral part of the Indenture.

1.2 Additional Definitions. For all purposes of this Eighth Supplemental Indenture, capitalized terms used herein shall have the respective meanings specified below or in the Original Indenture, as the case may be.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Change of Control” means the occurrence of any of the following:

1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act);

2) the adoption of a plan relating to the liquidation or dissolution of the Company;

3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or

4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

“Change of Control Offer” has the meaning set forth in Section 2.11(a).

“Change of Control Payment” has the meaning set forth in Section 2.11(a).

“Change of Control Payment Date” has the meaning set forth in Section 2.11(a)(2).

2

“Change of Control Repurchase Event” means the occurrence of a Change of Control and a Ratings Downgrade.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the 2047 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of the 2047 Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

1) was a member of such Board of Directors on the date of the indenture; or

2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee with respect to the Indenture is principally administered, which at the date of this Eighth Supplemental Indenture is located at the offices of Wells Fargo Bank, National Association, 600 South Fourth Street, Sixth Floor, MAC N9300-060 Minneapolis, MN 55415, Attn: Corporate, Municipal and Escrow Services.

“Credit Agreement” means the Amended and Restated Credit Agreement dated as of November 13, 2015, among the Company, the lending institutions party thereto and Wells Fargo Bank, National Association, as administrative agent, and any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon termination or otherwise) or refinanced in whole or in part from time to time.

“Global Notes” has the meaning set forth in Section 2.7(a).

“Interest Payment Dates” means January 15 and July 15 of each year, or if any such day is not a Business Day, the next succeeding Business Day (and no interest shall accrue on such payment for the intervening period), until maturity, beginning on January 15, 2018.

“Maturity Date” has the meaning set forth in Section 2.3.

“Notation of Guarantee” has the meaning set forth in Section 2.8.

3

“Note Registrar” means Wells Fargo Bank, National Association, hereby appointed as an agency of the Company in accordance with Section 2.05 of the Indenture.

“Optional Redemption Date” means January 15, 2047.

“Original Indenture” has the meaning set forth in the first paragraph of the Recitals hereof.

“Quotation Agent” means a Reference Treasury Dealer appointed by the Company.

“Rating Agency” means each of Moody’s Investors Service Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any of their successors.

“Ratings Downgrade” means when, at the time of a Change of Control, the 2047 Notes carry:

1) an investment grade credit rating (BBB-/Baa3, or equivalent, or better) from both Rating Agencies, and such rating from both Rating Agencies is within 60 days of the occurrence of the Change of Control (which period shall be extended so long as the rating of the 2047 Notes is under publicly announced consideration for possible downgrade by either Rating Agency) either downgraded to a non-investment grade credit rating (BB+/Ba1 or equivalent, or worse) or withdrawn and is not within such period subsequently (in the case of a downgrade) upgraded to an investment grade credit rating or (in the case of a withdrawal) replaced by an investment grade credit rating;

2) a non-investment grade credit rating (BB+/Ba1, or equivalent, or worse) from both Rating Agencies, and such rating from both Rating Agencies is within 60 days of the occurrence of the Change of Control (which period shall be extended so long as the rating of the 2047 Notes is under publicly announced consideration for possible downgrade by either Rating Agency) downgraded by one or more notches (for illustration, Ba1 to Ba2 being one notch) and is not within such period subsequently upgraded to its earlier credit rating or better by both Rating Agencies;

3) both (A) an investment grade credit rating (BBB-/Baa3, or equivalent, or better) from one Rating Agency, and such rating is within 60 days of the occurrence of the Change of Control (which period shall be extended so long as the rating of the 2047 Notes is under publicly announced consideration for possible downgrade by either Rating Agency) either downgraded to a non-investment grade credit rating (BB+/Ba1, or equivalent, or worse) or withdrawn and is not within such period subsequently (in the case of a downgrade) upgraded to an investment grade credit rating by such Rating Agency or (in the case of a withdrawal) replaced by an investment grade credit rating from such Rating Agency and (B) a non-investment grade credit rating (BB+/Ba1, or equivalent, or worse) from one Rating Agency, and such rating is within 60 days of the occurrence of the Change of Control (which period shall be extended so long as the rating of the 2047 Notes is under publicly announced consideration for possible downgrade by either Rating Agency) downgraded by one or more notches (for illustration, Ba1 to Ba2 being one notch) and is not within such period subsequently upgraded to its earlier credit rating or better by such Rating Agency;

4

4) both (A) an investment grade credit rating (BBB-/Baa3, or equivalent, or better) from one Rating Agency, and such rating is within 60 days of the occurrence of the Change of Control (which period shall be extended so long as the rating of the 2047 Notes is under publicly announced consideration for possible downgrade by either Rating Agency) either downgraded to a non-investment grade credit rating (BB+/Ba1, or equivalent, or worse) or withdrawn and is not within such period subsequently (in the case of a downgrade) upgraded to an investment grade credit rating by such Rating Agency or (in the case of a withdrawal) replaced by an investment grade credit rating from such Rating Agency and (B) no credit rating from one Rating Agency, and such Rating Agency does not assign within 60 days of the occurrence of the Change of Control an investment grade credit rating to the 2047 Notes;

5) both (A) a non-investment grade credit rating (BB+/Ba1, or equivalent, or worse) from one Rating Agency, and such rating is within 60 days of the occurrence of the Change of Control (which period shall be extended so long as the rating of the 2047 Notes is under publicly announced consideration for possible downgrade by either Rating Agency) downgraded by one or more notches (for illustration, Ba1 to Ba2 being one notch) and is not within such period subsequently upgraded to its earlier credit rating or better by such Rating Agency and (B) no credit rating from one Rating Agency, and such Rating Agency does not assign within 60 days of the occurrence of the Change of Control an investment grade credit rating to the 2047 Notes; or

6) no credit rating from either Rating Agency and both Rating Agencies do not assign within 60 days of the occurrence of the Change of Control an investment grade credit rating to the 2047 Notes;

and in making the relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing to the Company that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control.

“Reference Treasury Dealer” means each of (i) Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC, and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealers in New York City (each, a “Primary Treasury Dealer”), in which case the Company will substitute another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

5

“2047 Notes” has the meaning set forth in the second paragraph of the Recitals hereof.

All references herein to Articles, Sections or Exhibits, unless otherwise specified, refer to the corresponding Articles, Sections or Exhibits of this Eighth Supplemental Indenture. The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Eighth Supplemental Indenture.

ARTICLE TWO

The Series of Notes

2.1 Title of the Notes. The 2047 Notes shall be designated as the “4.300% Senior Notes due 2047.”

2.2 Limitation on Aggregate Principal Amount. The aggregate principal amount of 2047 Notes that may initially be outstanding shall not exceed $600,000,000.

2.3 Stated Maturity. The stated maturity of the 2047 Notes shall be July 15, 2047 (the “Maturity Date”).

2.4 Interest and Interest Rate.

(a) The 2047 Notes shall bear interest at the rate of 4.300% per annum, from and including their Original Issue Date of June 26, 2017, or from the most recent Interest Payment Date on which interest has been paid or provided for, but excluding, the Maturity Date. Such interest shall be payable semiannually in arrears, on the Interest Payment Dates of January 15 and July 15 in each year, commencing on January 15, 2018. Interest accrued on the 2047 Notes from the last Interest Payment Date before the Maturity Date shall be payable on the Maturity Date.

(b) The interest so payable on any Interest Payment Date shall be paid to the Persons in whose names the 2047 Notes are registered at the close of business on the record date for such Interest Payment Date, being the immediately preceding January 1 and July 1, as the case may be, whether or not such day is a Business Day.

(c) The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of 4.300% to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at a rate that is 1% per annum in excess of 4.300% to the extent lawful.

2.5 Place of Payment. The place or places where the principal of and interest on the 2047 Notes shall be payable is the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office of the Trustee, and any other place or places designated by the Company pursuant to the Indenture, provided that while the 2047 Notes are represented by one or more Registered Global Securities registered in the name of the Depositary, or its nominee, the Company will cause payments of principal and interest on such

6

Registered Global Securities to be made to the Depositary or its nominee, as the case may be, by wire transfer to the extent, in the funds and in the manner required by agreements with, or regulations or procedures prescribed from time to time by the Depositary or its nominee, and otherwise in accordance with such agreements, regulations or procedures.

2.6 Place of Registration or Exchange; Notices and Demands With Respect to the 2047 Notes. The place where the Holders of the 2047 Notes may present the 2047 Notes for registration of transfer or exchange and may make notices and demands to or upon the Company in respect of the 2047 Notes shall be the Corporate Trust Office of the Trustee.

2.7 Global Notes.

(a) The 2047 Notes shall be issuable in whole or in part in the form of one or more global notes (the “Global Notes”) in definitive, fully registered, book-entry form, without interest coupons, only in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The Global Notes shall be deposited on their Original Issue Date with, or on behalf of, the Depositary.

(b) The Depository Trust Company (“DTC”) shall initially serve as Depositary with respect to the Global Notes. Such Global Notes shall bear the legend set forth in the form of 2047 Notes attached as Exhibit A.

2.8 Form of Securities. The Global Notes shall be substantially in the form attached as Exhibit A. The notation of the Note Guarantee of each Subsidiary Guarantor (the “Notation of Guarantee”) shall be substantially in the form attached as Exhibit B.

2.9 Note Registrar. The Trustee shall initially serve as the Note Registrar for the 2047 Notes.

2.10 Sinking Fund Obligations. The Company shall have no obligation to redeem or purchase any 2047 Notes pursuant to any sinking fund or analogous requirement.

2.11 Offer to Repurchase Upon Change of Control Repurchase Event.

(a) Upon the occurrence of a Change of Control Repurchase Event, unless the Company has exercised the option to redeem the 2047 Notes by giving notice of such redemption to the Holders thereof, the Company will make an offer (a “Change of Control Offer”) to each Holder of the 2047 Notes to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess of $2,000) of that Holder’s 2047 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of 2047 Notes repurchased plus accrued and unpaid interest on the 2047 Notes repurchased to, but not including, the date of repurchase, subject to the rights of Holders of the 2047 Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event, the Company will mail or deliver in accordance with DTC procedures a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control Repurchase Event and stating:

7

(1) that the Change of Control Offer is being made pursuant to this section of the Eighth Supplemental Indenture and that all 2047 Notes tendered will be accepted for payment;

(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any 2047 Note not tendered will continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all 2047 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5) that Holders electing to have any 2047 Notes purchased pursuant to a Change of Control Offer will be required to surrender the 2047 Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the 2047 Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders of the 2047 Notes will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of 2047 Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the 2047 Notes purchased; and

(7) that Holders whose 2047 Notes are being purchased only in part will be issued new 2047 Notes equal in principal amount to the unpurchased portion of the 2047 Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2047 Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 2.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.11 by virtue of such compliance.

(b) On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all the 2047 Notes or portions of the 2047 Notes properly tendered pursuant to the Change of Control Offer;

8

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all the 2047 Notes or portions of the 2047 Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the 2047 Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the 2047 Notes or portions of the 2047 Notes being purchased by the Company.

The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of the 2047 Notes properly tendered the Change of Control Payment for such 2047 Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new 2047 Note equal in principal amount to any unpurchased portion of the 2047 Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c) Notwithstanding anything to the contrary herein, the Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein and purchases all 2047 Notes properly tendered and not withdrawn under the Change of Control Offer.

2.12 Other Terms. The provisions of Article Three and Article Four shall apply to the 2047 Notes as set forth therein.

ARTICLE THREE

Optional Redemption of the 2047 Notes

3.1 Redemption Price Prior to the Optional Redemption Date. The Company shall have the right to redeem the 2047 Notes, at its option, in whole at any time or in part from time to time. If the Company redeems the 2047 Notes prior to the Optional Redemption Date, the Company shall pay a redemption price equal to the greater of:

(a) 100% of the principal amount of the 2047 Notes to be redeemed; and

(b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the 2047 Notes being redeemed (excluding any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points;

plus, in each case, accrued and unpaid interest thereon to, but not including, the redemption date. The actual redemption price calculated as described in this Section 3.1 will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the redemption date and the calculation or the correctness thereof shall not be a duty or obligation of the Trustee.

9

3.2 Redemption Price On or After the Optional Redemption Date. At any time on or after the Optional Redemption Date, the Company shall have the right to redeem the 2047 Notes, at its option, in whole at any time or in part from time to time, at a redemption price of 100% of the principal amount of the 2047 Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.

ARTICLE FOUR

Miscellaneous Provisions

4.1 The Indenture, as supplemented by this Eighth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

4.2 This Eighth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Eighth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Eighth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Eighth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

4.3 THIS EIGHTH SUPPLEMENTAL INDENTURE AND EACH 2047 NOTE SHALL BE GOVERNED BY AND DEEMED TO BE A CONTRACT MADE UNDER, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. EACH OF THE COMPANY, THE SUBSIDIARY GUARANTORS, THE TRUSTEE AND EACH HOLDER, BY ITS ACCEPTANCE OF A NOTE, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS EIGHTH SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.4 If any provision in this Eighth Supplemental Indenture limits, qualifies or conflicts with another provision hereof that is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall control.

4.5 In case any provision in this Eighth Supplemental Indenture or the 2047 Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

4.6 The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to and shall not be responsible for the proper authorization or due execution hereof or of the 2047 Notes by the Company or the Subsidiary Guarantors or as to the validity or sufficiency of this Eighth Supplemental Indenture, any Notation of Guarantee or the 2047 Notes. The Trustee shall not be accountable for the use or application by the Company of the 2047

10

Notes or the proceeds of the 2047 Notes. Neither the Trustee nor any Paying Agent shall be responsible for monitoring the Company’s ratings, making any request upon any Rating Agency, or determining whether any Ratings Downgrade or Change of Control Repurchase Event has occurred.

*         *         *         *

11

IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed as of the day and year first above written.

OWENS CORNING
By	/s/ Michael C. McMurray
Name: Michael C. McMurray
Title: Senior Vice President and Chief Financial Officer
By	/s/ Ava Harter
Name: Ava Harter
Title: Senior Vice President and Chief Financial Officer
CDC CORPORATION,
ENGINEERED PIPE SYSTEMS, INC.,
ERIC COMPANY,
INTERWRAP CORP.,
IPM INC.,
OWENS CORNING AUTOMOTIVE, LLC,
OWENS CORNING COMPOSITE MATERIALS, LLC,
OWENS CORNING CONSTRUCTION SERVICES, LLC,
OCV INTELLECTUAL CAPITAL, LLC,
OWENS CORNING FOAM INSULATION, LLC,
OWENS CORNING FRANCHISING, LLC,
OWENS-CORNING FUNDING CORPORATION,
OWENS CORNING HOMEXPERTS, INC.,
OWENS CORNING HT, INC.,
OWENS CORNING INSULATING SYSTEMS, LLC,
OWENS CORNING INTELLECTUAL CAPITAL, LLC,
OWENS CORNING MINERAL WOOL, LLC,
OWENS CORNING NON-WOVEN TECHNOLOGY, LLC,
OWENS CORNING ROOFING AND ASPHALT, LLC,
OWENS CORNING SALES, LLC,
OWENS CORNING SCIENCE AND TECHNOLOGY, LLC,
OWENS CORNING TECHNICAL FABRICS, LLC,
OWENS CORNING U.S. HOLDINGS, LLC,
SOLTECH, INC., and
THERMAFIBER, INC.
By	/s/ Brad Lazorka
Name: Brad Lazorka
Title: Authorized Signatory

Signature Page to Eighth Supplemental Indenture

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Gregory S. Clarke
Name:	Gregory S. Clarke
Title:	Vice President

Signature Page to Eighth Supplemental Indenture

Exhibit A

FORM OF NOTE CERTIFICATE

CUSIP/ISIN: 690742 AG6 / US690742AG60

4.300% Senior Notes due 2047

No. [•]

$ [•]

Owens Corning

promises to pay to Cede & Co., or registered assigns, the

principal sum of $[•] on July 15, 2047.

Interest Payment Dates: January 15 and July 15

Record Dates: January 1 and July 1

Dated: June 26, 2017

A-1

Owens Corning

By:

Name:

Title:

Dated June 26, 2017
This is one of the Securities referred to in the within-mentioned Indenture:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

A-2

4.300% Senior Notes due 2047

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. Owens Corning, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Security at 4.300% per annum from June 26, 2017 until maturity. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day, and no interest shall accrue on such payment for the intervening period (each, an “Interest Payment Date”). Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Security is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be January 15, 2018. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of 4.300% to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at a rate that is 1% per annum in excess of 4.300% to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2) METHOD OF PAYMENT. The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders of Securities at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Securities are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. The Securities will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose at the Corporate Trust Office of the Trustee, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the

A-3

register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium, if any, on, all Global Securities and all other Securities the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any Affiliate of the Company may act in any such capacity.

(4) INDENTURE. The Company issued the Securities under an Indenture (the “Original Indenture”), dated as of June 2, 2009 (as supplemented by the First Supplemental Indenture, dated as of June 8, 2009, the Second Supplemental Indenture, dated as of May 26, 2010, the Third Supplemental Indenture, dated as of October 22, 2012, the Fourth Supplemental Indenture, dated as of November 12, 2014, the Fifth Supplemental Indenture, dated as of August 8, 2016, the Sixth Supplemental Indenture, dated as of October 3, 2016, the Seventh Supplemental Indenture, dated as of February 27, 2017 and the Eighth Supplemental Indenture (the “Eighth Supplemental Indenture”), dated as of June 26, 2017, the “Indenture”) among the Company, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act (the “TIA”). The Third Supplemental Indenture modifies Section 4.10 of the Original Indenture as it applies to the Securities. The Fourth Supplemental Indenture modifies Section 4.07 of the Original Indenture as it applies to the Securities. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are unsecured obligations of the Company. The Indenture does not limit the aggregate principal amount of Securities that may be issued thereunder.

(5) OPTIONAL REDEMPTION.

(a) The Company may redeem, in whole at any time or in part from time to time, any Securities, at its option. If the Company elects to redeem the Securities prior to the Optional Redemption Date, the Company will pay a redemption price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (excluding any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year, consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. If the Company elects to redeem the Securities on or after the Optional Redemption Date, the redemption price will equal 100% of the aggregate principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the date of redemption.

A-4

(b) Unless the Company defaults in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the Securities or portions thereof called for redemption.

(c) Any redemption pursuant to Article 3 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.05 of the Indenture.

(6) REPURCHASE AT THE OPTION OF HOLDER. If there is a Change of Control Repurchase Event, unless the Company has exercised the option to redeem the Securities by giving notice of such redemption to the Holders thereof, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess of $2,000) of each Holder’s Securities at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to, but not including, the date of repurchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(7) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Securities are to be redeemed at its registered address. Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Securities held by a Holder are to be redeemed.

(8) DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Security or portion of a Security selected for redemption, except for the unredeemed portion of any Security being redeemed in part. Also, the Company need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(9) PERSONS DEEMED OWNERS. The registered Holder of a Security may be treated as its owner for all purposes.

A-5

(10) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Securities or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities including additional Securities, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Securities or Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities including additional Securities, if any, voting as a single class. Without the consent of any Holder of a Security, the Indenture or the Securities or Note Guarantees may be amended or supplemented to correct any mistakes or defects in the Indenture, but only if such action does not adversely affect the interests of the Holders of the Securities in any material respect or otherwise amend the Indenture in any respect that does not adversely affect the interests of the Holders of the Securities; to add or change any of the provisions of the Indenture relating to the issuance or exchange of the Securities in registered form, but only if such action does not adversely affect the interests of the Holders of the Securities or related coupons in any material respect; to provide for the assumption of the Company’s or a Subsidiary Guarantor’s obligations to Holders of the Securities and Note Guarantees by a successor Person; to impose additional covenants and Events of Default or to add Note Guarantees of other Persons for the benefit of the Holders; to change or eliminate any of the provisions of the Indenture, but only if the change or elimination becomes effective when there are no outstanding Securities or related coupons, which are entitled to the benefit of such provision and as to which such modification would apply; to secure the Securities; to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; to conform the text of the Indenture, the Securities or the Note Guarantees to any provision of the “Description of the Notes” section of the Company’s Prospectus Supplement dated as of June 21, 2017, relating to the initial offering of the Securities, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Securities; to supplement any of the provisions of the Indenture to permit or facilitate the defeasance and discharge of the Securities, but only if such action does not adversely affect the interests of the Holders of the Securities or related coupons in any material respect; to establish the form or terms of the Securities or related coupons, as permitted by the Indenture; to evidence and provide for the acceptance of appointment by a successor Trustee and to add to or change any of the provisions of the Indenture to facilitate the administration of the trusts by more than one Trustee or to allow any Subsidiary Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Securities.

(11) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on the Securities; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Securities, (iii) failure by the Company or any of its Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Securities; (iv) default under certain other agreements relating to Indebtedness for money borrowed by the Company or any of its Subsidiaries, which default is a Payment Default or results in the acceleration of such Indebtedness prior to its express maturity, but only if the aggregate principal amount of

A-6

such Indebtedness under which there has been a Payment Default or which has been accelerated is $75 million or more; (v) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (vi) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Subsidiary Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Subsidiary Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities may declare all the Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Securities by notice to the Trustee may, on behalf of the Holders of all of the Securities, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Securities. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(12) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(13) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder of the Company or any of the Subsidiary Guarantors, as such, will not have any liability for any obligations of the Company or the Subsidiary Guarantors under the Securities, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities.

(14) AUTHENTICATION. This Security will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

A-7

(15) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(16) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(17) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS SECURITY AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

(18) THE INDENTURE PROVIDES EACH OF THE COMPANY, THE SUBSIDIARY GUARANTORS, THE TRUSTEE AND EACH HOLDER, BY ITS ACCEPTANCE OF A NOTE, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR THE TRANSACTIONS CONTEMPLATED THEREBY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Owens Corning

One Owens Corning Parkway

Toledo, OH 43659

Attention: Investor Relations

A-8

ASSIGNMENT FORM

To assign this Security, fill in the form below:

(1) or (we) assign and transfer this Security to:                                                                                                                                       

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name and address and zip code)

and irrevocably appoint                                                                                                                                                                                    

to transfer this Security on the books of the Company. The agent may substitute another to actfor him.

Date:                                                                 

Your Signature:                                                                                              

(Sign exactly as your name appears on the face of this Security)

Signature Guarantee*:                                                                     

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-9

Option of Holder to Elect Purchase

If you want to elect to have this Security purchased by the Company pursuant to Section 2.11 of the Eighth Supplemental Indenture, check the box below:

☐ Section 2.11

If you want to elect to have only part of the Security purchased by the Company pursuant to Section 2.11 of the Eighth Supplemental Indenture, state the amount you elect to have purchased:

$                             

Date:                                 

Your Signature:                                                                                      

(Sign exactly as your name appears on the face of this Security)

Tax Identification No.:                                        

Signature Guarantee*:                                                 

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-10

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

The following exchanges of a part of this Registered Global Security for an interest in another Registered Global Security or for a definitive Registered Security, or exchanges of a part of another Registered Global Security or definitive Registered Security for an interest in this Registered Global Security, have been made:

Date of Exchange Amount of decrease in
Principal Amount of this
Global Security Amount of increase in
Principal Amount of this
Global Security Principal Amount of
this Global Security
following such decrease
(or increase) Signature of authorized
officer of Trustee or
Custodian

A-11

Exhibit B

FORM OF NOTATION OF GUARANTEE

For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of June 2, 2009 (as supplemented by the First Supplemental Indenture dated as of June 8, 2009, the Second Supplemental Indenture, dated May 26, 2010, the Third Supplemental Indenture dated October 22, 2012, the Fourth Supplemental Indenture dated November 12, 2014, the Fifth Supplemental Indenture, dated as of August 8, 2016, the Sixth Supplemental Indenture, dated as of October 3, 2016, the Seventh Supplemental Indenture, dated as of February 27, 2017 and the Eighth Supplemental Indenture dated as of June 26, 2017, the “Indenture”) among Owens Corning, (the “Company”), the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest on, the Securities when due, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Securities, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Securities and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[Remainder of Page Intentionally Left Blank]

B-1

CDC CORPORATION,

ENGINEERED PIPE SYSTEMS, INC.,

ERIC COMPANY,

INTERWRAP CORP.,

IPM INC.,

OWENS CORNING AUTOMOTIVE, LLC,

OWENS CORNING COMPOSITE MATERIALS, LLC,

OWENS CORNING CONSTRUCTION SERVICES, LLC,

OCV INTELLECTUAL CAPITAL, LLC,

OWENS CORNING FOAM INSULATION, LLC,

OWENS CORNING FRANCHISING, LLC,

OWENS-CORNING FUNDING CORPORATION,

OWENS CORNING HOMEXPERTS, INC.,

OWENS CORNING HT, INC.,

OWENS CORNING INSULATING SYSTEMS, LLC,

OWENS CORNING INTELLECTUAL CAPITAL, LLC,

OWENS CORNING MINERAL WOOL, LLC,

OWENS CORNING NON-WOVEN TECHNOLOGY, LLC,

OWENS CORNING ROOFING AND ASPHALT, LLC,

OWENS CORNING SALES, LLC,

OWENS CORNING SCIENCE AND TECHNOLOGY, LLC,

OWENS CORNING TECHNICAL FABRICS, LLC,

OWENS CORNING U.S. HOLDINGS, LLC,

SOLTECH, INC., and

THERMAFIBER, INC.

By:

Name:

Title:

B-2

EX-5.1

Exhibit 5.1

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190

TELEPHONE: + 1.216.586.3939 • FACSIMILE: + 1.216.579.0212

June 26, 2017

Owens Corning

One Owens Corning Parkway

Toledo, Ohio 43659

Re: $600,000,000 of 4.300% Senior Notes due 2047 of Owens Corning

Ladies and Gentlemen:

We are acting as counsel for Owens Corning, a Delaware corporation (the “Company”), in connection with the issuance and sale of $600,000,000 aggregate principal amount of 4.300% Senior Notes due 2047 (the “Notes”), and the full and unconditional guarantee of the Notes (the “Guarantees”) by the companies listed on Exhibit A hereto (collectively, the “Covered Guarantors”) and the Companies listed on Exhibit B hereto (collectively, the “Other Guarantors” and, together with the Covered Guarantors, the “Guarantors”), pursuant to the Underwriting Agreement, dated June 21, 2016 (the “Underwriting Agreement”), by and among the Company and the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein (the “Underwriters”). The Notes and the Guarantees are to be issued pursuant to an indenture, dated as of June 2, 2009 (the “Base Indenture”), by and among the Company, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended and supplemented, in respect of the Notes and the Guarantees, by the third supplemental indenture, dated as of October 22, 2012 (the “Third Supplemental Indenture”), among the Company, the guarantors party thereto and the Trustee, as further amended and supplemented by the fourth supplemental indenture, dated November 12, 2014 (the “Fourth Supplemental Indenture”), among the Company, the guarantors and the Trustee and as further amended and supplemented by the eighth supplemental indenture, dated June 26, 2017 (the “Eighth Supplemental Indenture”) (the Base Indenture, as so amended and supplemented by the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Eighth Supplemental Indenture, the “Indenture”).

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1. The Notes constitute the valid and binding obligations of the Company.

2. The Guarantees constitute valid and binding obligations of the Guarantors.

ALKHOBAR • AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS DETROIT • DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • JEDDAH • LONDON • LOS ANGELES • MADRID MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS • MOSCOW • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH • RIYADH SAN DIEGO • SAN FRANCISCO • SÃO PAULO • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON

Owens Corning

June 26, 2017

Page 2

For purposes of the opinions expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.

In rendering the foregoing opinions, we have assumed that (i) each of the Other Guarantors is a corporation existing and in good standing under the laws of its jurisdiction of incorporation (each, a “Jurisdiction”), (ii) the Guarantees of the Other Guarantors (A) have been authorized by all necessary corporate action of the Other Guarantors, (B) will be executed and delivered by the Other Guarantors under the laws of the applicable Jurisdiction and (iii) the execution, delivery, performance and compliance with the terms and provisions of the Guarantees by the Other Guarantors do not violate or conflict with the laws of the applicable Jurisdiction or the terms and provisions of the articles of incorporation or bylaws of each of the Other Guarantors.

The opinions expressed herein are limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company, the Guarantors and others. The opinions expressed herein are limited to the (i) laws of the State of New York, (ii) General Corporation Law of the State of Delaware and (iii) Delaware Limited Liability Company Act, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Parent and incorporated by reference into the Registration Statement on Form S-3, as amended by a Post-Effective Amendment No. 1 thereto, filed by the Company on June 21, 2017 (Registration No. 333-202011) (the “Registration Statement”), filed by the Company and the Guarantors to effect the registration of the Notes and the Guarantees under the Securities Act of 1933 (the “Act”) and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

Exhibit A

Name	State
Engineered Pipe Systems, Inc	Delaware
Eric Company	Delaware
IPM Inc.	Delaware
Owens Corning Automotive LLC	Delaware
Owens Corning Composite Materials, LLC	Delaware
Owens Corning Construction Services, LLC	Delaware
OCV Intellectual Capital, LLC	Delaware
Owens Corning Foam Insulation, LLC	Delaware
Owens Corning Franchising, LLC	Delaware
Owens-Corning Funding Corporation	Delaware
Owens Corning HOMExperts, Inc.	Delaware
Owens Corning HT, Inc.	Delaware
Owens Corning Insulating Systems, LLC	Delaware
Owens Corning Intellectual Capital, LLC	Delaware
Owens Corning Mineral Wool, LLC	Delaware
Owens Corning Non-Woven Technology, LLC	Delaware
Owens Corning Roofing and Asphalt, LLC	Delaware
Owens Corning Sales, LLC	Delaware
Owens Corning Science and Technology, LLC	Delaware
Owens Corning Technical Fabrics, LLC	Delaware
Owens Corning U.S. Holdings, LLC	Delaware
Thermafiber, Inc.	Delaware

Exhibit B

Name	State
Soltech, Inc.	Kentucky
CDC Corporation	Wisconsin
InterWrap Corp.	Oregon

EX-5.2

Exhibit 5.2

	400 West Market Street
	Suite 1800
	Louisville, KY 40202-3352
	(502) 587-3400
	(502) 587-6391 FAX
June 26, 2017	Alex P. Herrington, Jr., (Mike)
	(502) 681-0494
	(502) 779-8234 FAX
	mherrington@stites.com

Owens Corning

One Owens Corning Parkway

Toledo, OH 43659

RE:     4.300% Senior Notes Due 2047

Ladies and Gentlemen:

We have acted as counsel in the Commonwealth of Kentucky (“Kentucky”) to Soltech, Inc., a Kentucky corporation (the “Kentucky Guarantor”), a wholly owned subsidiary of Owens Corning, a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $600,000,000 aggregate principal amount of its 4.300% Senior Notes due 2047 (the “Notes”) pursuant to the prospectus supplement dated June 21, 2017 (the “Prospectus Supplement”), which supplements the prospectus dated February 11, 2015 (the “Base Prospectus”) that forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-202011) filed on February 11, 2015, as amended by a Post-Effective Amendment No. 1 filed on June 21, 2017 (the “Registration Statement”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations under the Securities Act. The Notes are being issued under the Indenture (the “Base Indenture”) dated as of June 2, 2009, among the Company, the subsidiaries of the Company described therein as guarantors (“Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture (the “First Supplemental Indenture”), dated as of June 8, 2009, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Second Supplemental Indenture (the “Second Supplemental Indenture”), dated as of May 26, 2010, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Third Supplemental Indenture (the “Third Supplemental Indenture”), dated as of October 22, 2012, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”), dated as of November 12, 2014, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”), dated as of August 8, 2016, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”), dated as of October 3, 2016, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”), dated as of February 27, 2017, among the Company, the Guarantors named as a party thereto and the Trustee, and as further

www.stites.com

Owens Corning

June 26, 2017

Page 2

amended and supplemented by the Eighth Supplemental Indenture (the “Eighth Supplemental Indenture”; and with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture, collectively, the “Indenture”), dated as of June 26, 2017, among the Company, the Guarantors named as a party thereto and the Trustee, which Notes will be guaranteed by the Kentucky Guarantor. The guarantee of the Notes by the Kentucky Guarantor is evidenced by the Notation of Guarantee (the “Guarantee”) of even date herewith.

In rendering the opinions expressed below, we have examined and relied upon (i) a copy of the Underwriting Agreement, dated as of June 21, 2017 (the “Underwriting Agreement”), among Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. as representatives of the Underwriters, the Company, and the Guarantors named therein (the “Guarantors”), including the Kentucky Guarantor, (ii) a copy of the Prospectus Supplement delivered to us by the Company; (iii) a copy of the Indenture (including the form of Guarantee attached thereto); (iv) a copy of the Articles of Incorporation of the Kentucky Guarantor, as certified by the Secretary of State of Kentucky on June 19, 2017 (the “Articles of Incorporation”), (v) a Certificate of Existence for the Kentucky Guarantor, as issued by the Secretary of State of Kentucky on June 16, 2017 (the “Certificate of Existence”); (vi) a copy of the Amended and Restated By-Laws of the Kentucky Guarantor (the “Bylaws”), as certified by the Assistant Secretary of the Kentucky Guarantor, and (vii) a copy of all proceedings, actions and resolutions of the board of directors of the Kentucky Guarantor relating to the Registration Statement, the Indenture, the Guarantee and the issuance and sale of the Notes. In such review, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies. Without independent investigation, we have relied upon and assumed the accuracy and completeness of (i) certificates and statements of officers of the Kentucky Guarantor as to factual matters, (ii) corporate records provided to us by such officers, (iii) certificates, copies and other documents obtained from public officials, and (iv) the representations and warranties contained in the Underwriting Agreement as to factual matters.

We also have assumed without investigation that (i) the Registration Statement, the Indenture and the Guarantee have been duly authorized, executed and delivered by all parties to the Registration Statement, the Indenture and the Guarantee other than the Kentucky Guarantor and (ii) the Kentucky Guarantor’s execution, delivery or performance of the Registration Statement, the Indenture and the Guarantee will not breach, violate, conflict with or constitute a default under any agreement (other than the Registration Statement, the Indenture and the Guarantee), contract or obligation of the Kentucky Guarantor. We have further assumed, without investigation, the receipt or making of any consent, approval, order or authorization of, and the effectiveness of any registration or filing with, any third party or governmental body that is required to be received or made by any party in connection with the execution, delivery and filing of the Registration Statement, the Indenture or the Guarantee, or the consummation of the transactions contemplated thereby.

Owens Corning

June 26, 2017

Page 3

Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth in this opinion (the “Opinion”), we are of the opinion that:

1. The Kentucky Guarantor is a corporation duly incorporated and validly existing under the laws of Kentucky.

2. The Kentucky Guarantor has the corporate power and authority to execute, deliver and perform its obligations under the Registration Statement, the Indenture and the Guarantee.

3. The Kentucky Guarantor has duly authorized the (i) execution and delivery of the Indenture and the Guarantee and (ii) performance by the Kentucky Guarantor of its obligations under the Indenture and the Guarantee.

4. The Indenture and the Guarantee have been duly authorized, executed and delivered by the Kentucky Guarantor.

5. None of the execution, delivery and performance by the Kentucky Guarantor of its obligations under the Indenture, the issuance of the Guarantee by the Kentucky Guarantor or the consummation of any other of the transactions therein contemplated or the fulfillment of the terms thereof will (i) violate the Articles of Incorporation or Bylaws of the Kentucky Guarantor or (ii) violate any applicable Kentucky laws to which the Kentucky Guarantor or any of its properties is subject or, to our knowledge, violate any judgment, order or decree applicable to the Kentucky Guarantor of any Kentucky court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Kentucky Guarantor or any of its properties.

This Opinion is limited to the laws of Kentucky, and we express no opinion concerning the laws of any other jurisdiction or whether such laws may apply, under a conflict of laws analysis or otherwise. We express no opinion as to matters relating to securities or blue sky laws of any jurisdiction or any rules or regulations thereunder. We express no opinion as to the enforceability of the Registration Statement, the Indenture or the Guarantee.

This Opinion is for your benefit in connection with the transactions contemplated by the Registration Statement, the Prospectus Supplement, the Indenture and the Guarantee and may be relied upon only by you and other persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this Opinion as an exhibit to the Company’s current report on Form 8-K on the date hereof, which Form 8-K will be incorporated

Owens Corning

June 26, 2017

Page 4

by reference into the Registration Statement, and to all references to our firm in the Prospectus and the Prospectus Supplement. In giving such consent, we do not thereby admit that we are within the category of persons for whom consent is required by Section 7 of the Securities Act or the related rules promulgated by the Commission thereunder.

Very truly yours,

/s/ STITES & HARBISON PLLC

APH/DES

EX-5.3

Exhibit 5.3

Reinhart Boerner Van Deuren s.c. P.O. Box 2965 Milwaukee, WI 53201-2965   1000 North Water Street Suite 1700 Milwaukee, WI 53202   Telephone: 414-298-1000 Facsimile: 414-298-8097 reinhartlaw.com

June 26, 2017

Benjamin G. Lombard

Direct Dial: 414-298-8225

blombard@reinhartlaw.com

Owens Corning

One Owens Corning Parkway

Toledo, OH 43659

Jones Day

901 Lakeside Avenue

Cleveland, OH 44114

Ladies and Gentlemen:

We have acted as local Wisconsin counsel to CDC Corporation, a Wisconsin corporation (the “Guarantor”), in connection with (i) the issuance and sale by Owens Corning, a Delaware corporation (“Parent”), of $600,000,000 aggregate principal amount of Parent’s 4.300% Senior Notes due 2047 (the “Debt Securities”), and (ii) the guarantee (the “Guarantee”) to be issued by the Guarantor to holders of the Debt Securities, pursuant to the prospectus supplement dated June 21, 2017, supplementing the prospectus dated February 11, 2015 that forms a part of the Parent’s Registration Statement (as amended by a Post-Effective Amendment No. 1 filed June 21, 2017, the “Registration Statement”) on Form S-3 (Registration No. 333-202011) filed on February 11, 2015 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

The Debt Securities and the Guarantee are being issued under an Indenture dated as of June 2, 2009, as supplemented by the Third Supplemental Indenture dated as of October 22, 2012, the Fourth Supplemental Indenture dated as of November 12, 2014, the Fifth Supplemental Indenture dated as of August 8, 2016, the Sixth Supplemental Indenture dated as of October 3, 2016, the Seventh Supplemental Indenture dated as of February 27, 2017 and the Eighth Supplemental Indenture dated as of June 26, 2017 (as so supplemented, the “Indenture”) among Parent, the Guarantor, certain other subsidiaries of Parent who will issue guarantees of the Debt Securities under the Indenture and Wells Fargo Bank, National Association, as trustee. This letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering this opinion we have, with your permission, relied on an officer’s certificate as to certain factual matters (the “Officer’s Certificate”). In rendering this opinion we have, with your permission, assumed without investigation, verification or inquiry that all signatures on the documents reviewed by us are genuine; the copies of all documents submitted to us are accurate and complete; each such document that is original is authentic and each such document that is a copy conforms to an authentic original.

Milwaukee  •  Madison  •  Waukesha  •  Rockford, IL

Chicago, IL  •  Phoenix, AZ  •  Denver, CO

Owens Corning

Jones Day

June 26, 2017

Page 2

Based upon the foregoing, but subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

1. The Guarantor is a corporation validly existing under the laws of the State of Wisconsin and, based solely on a certificate issued by the Wisconsin Department of Financial Institutions (the “Department”) on June 20, 2017: (a) the Guarantor has filed with the Department during its most recently completed report year the required annual report; (b) the Guarantor is not the subject of a proceeding under Wisconsin Statutes section 180.1421 to cause its administrative dissolution; (c) no determination has been made by the Department that grounds exist for such action with respect to the Guarantor; (d) no filing has been made with the Department of a decree of dissolution with respect to the Guarantor; and (e) Articles of Dissolution of the Guarantor have not been filed with the Department.

2. The Guarantor has the corporate power and authority to enter into, and perform its obligations under, the Indenture and the Guarantee.

3. The execution, delivery and performance of the Indenture (other than the Sixth Supplemental Indenture dated as of October 3, 2016 and the Seventh Supplemental Indenture dated as of February 27, 2017, to which Guarantor is not a party) and the Guarantee have been duly authorized by all necessary corporate action on the part of the Guarantor.

4. The Indenture (other than the Sixth Supplemental Indenture dated as of October 3, 2016 and the Seventh Supplemental Indenture dated as of February 27, 2017, to which Guarantor is not a party) and the Guarantee have been duly executed and delivered by the Guarantor.

5. The execution, delivery and performance by the Guarantor of its obligations under the Indenture and the Guarantee, the issuance of the Guarantee, the consummation of the transactions contemplated thereby or the fulfillment by the Guarantor of the terms thereof, do not (a) result in a violation of any provision of the Articles of Incorporation or Bylaws of the Guarantor, (b) result in a violation of any applicable laws to which the Guarantor or any of its properties is subject, (c) require any consent, approval, authorization, filing with or order of any Wisconsin state governmental agency or body by the Guarantor under any applicable laws or (d) result in a violation of any judgment, order or decree of which we have knowledge to which the Guarantor is subject of any Wisconsin court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Guarantor or any of its properties.

Owens Corning

Jones Day

June 26, 2017

Page 3

The foregoing opinions are subject to the following additional assumptions and qualifications:

A. Wherever we indicate that our opinion is “to our knowledge” or the like, our opinion is, with your permission, based solely on the Officer’s Certificate and the current conscious awareness of facts or other information within our actual knowledge after an inquiry of the attorneys currently with our firm who have provided legal services to the Guarantor within the past 12 months.

B. We have not examined the records of the Guarantor or any court or any public, quasi-public, private or other office in any jurisdiction, or the files of our firm, and our opinions are subject to matters that an examination of such records would reveal.

The opinions expressed herein are limited to the laws of the State of Wisconsin in effect on the date hereof as they presently apply and we express no opinion herein as to the laws of any other jurisdiction. These opinions are given as of the date hereof, they are intended to apply only to those facts and circumstances that exist as of the date hereof, and we assume no obligation or responsibility to update or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur, or to inform the addressees of any change in circumstances occurring after the date hereof that would alter the opinions rendered herein.

This opinion is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly contained herein. This opinion is being provided solely in connection with the Registration Statement. This opinion may not be used for any other purpose, or filed with or disclosed to any governmental authority without our prior written consent.

We hereby consent to the filing of this letter as an Exhibit to the Parent’s Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement, and to all references to our firm included in or made a part of the Prospectus. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Yours very truly,

REINHART BOERNER VAN DEUREN s.c.

BY /s/ Benjamin Lombard

Benjamin G. Lombard

EX-5.4

Exhibit 5.4

K&L GATES LLP ONE SW COLUMBIA STREET, SUITE 1900 PORTLAND, OR 97258 T +1 503 228 3200    F +1 503 248 9085 klgates.com

June 26, 2017

Owens Corning

One Owens Corning Parkway

Toledo, OH 43659

Re:    4.300% Senior Notes Due 2047

Ladies and Gentlemen:

We have acted as special counsel in the State of Oregon (“Oregon”) to InterWrap Corp., an Oregon corporation (the “Opinion Party”), a wholly owned subsidiary of Owens Corning, a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $600,000,000 aggregate principal amount of its 4.300% Senior Notes due 2047 (the “Notes”) pursuant to the prospectus supplement dated June 26, 2017 (the “Prospectus Supplement”), which supplements the prospectus dated February 11, 2015 (the “Base Prospectus”) that forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-202011) filed on February 11, 2015, as amended by a Post-Effective Amendment No. 1 filed on June 21, 2017 (the “Registration Statement”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations under the Securities Act. The Notes are being issued under the Indenture (the “Base Indenture”) dated as of June 2, 2009, among the Company, the subsidiaries of the Company described therein as guarantors (“Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture (the “First Supplemental Indenture”), dated as of June 8, 2009, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Second Supplemental Indenture (the “Second Supplemental Indenture”), dated as of May 26, 2010, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Third Supplemental Indenture (the “Third Supplemental Indenture”), dated as of October 22, 2012, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”), dated as of November 12, 2014, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”), dated as of August 8, 2016, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”), dated as of October 3, 2016, among the Company, the Guarantors named as a party thereto and the Trustee, as further amended and supplemented by the Seventh Supplemental Indenture (the

Owens Corning

June 26, 2017

Page 2

“Seventh Supplemental Indenture”), dated as of February 27, 2017, among the Company, the Guarantors named as a party thereto and the Trustee and as further amended and supplemented by the Eighth Supplemental Indenture (the “Eighth Supplemental Indenture”), dated as of June 26, 2017, among the Company, the Guarantors named as a party thereto and the Trustee, which Notes will be guaranteed by the Opinion Party. The Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Eighth Supplemental Indenture are collectively referred to herein as the “Indenture”. The guarantee of the Notes by the Opinion Party is evidenced by the Notation of Guarantee (the “Guarantee”) of October 3, 2016.

For purposes of rendering the opinions set forth below, we have examined and relied upon (i) a copy of the Underwriting Agreement, dated as of June 21, 2017 (the “Underwriting Agreement”), among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the Underwriters, the Company, and the Guarantors named therein, including the Opinion Party, (ii) a copy of the Prospectus Supplement delivered to us by the Company; (iii) a copy of the Indenture (including the form of Guarantee attached thereto); (iv) a copy of the Articles of Incorporation of the Opinion Party as amended to date, as certified by the Secretary of State of Oregon on June 16, 2017 (the “Articles of Incorporation”), (v) a Certificate of Existence for the Opinion Party, as issued by the Secretary of State of the State of Oregon on June 23, 2017 (the “Certificate of Existence”); (vi) a copy of the bylaws of the Opinion Party, as certified by the Treasurer of the Opinion Party (the “Bylaws”), and (vii) a copy of the resolutions adopted by the board of directors of the Opinion Party, certified by the Treasurer of the Opinion Party as the resolutions that are in effect on the date hereof. In such review, we have assumed, without investigation, that (a) each document submitted to us is accurate and complete; (b) each such document that is an original is authentic; (c) each such document that is a copy conforms to an authentic original; and (d) all signatures on each such document are genuine. We have further assumed, without investigation, the legal capacity of natural persons, and we have assumed that each party to the documents we have examined or relied on has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against that party.

We also have assumed without investigation that (i) the Registration Statement, the Indenture, and the Guarantee have been duly authorized, executed, and delivered by all parties to the Registration Statement, the Indenture, and the Guarantee other than the Opinion Party and (ii) the Opinion Party’s execution, delivery, or performance of the Registration Statement, the Indenture, and the Guarantee will not breach, violate, conflict with, or constitute a default under any agreement (other than the Registration Statement, the Indenture, and the Guarantee), contract, or obligation of the Opinion Party. We have further assumed, without investigation, the receipt or making of any consent, approval, order, or authorization of, and the effectiveness of any registration or filing with, any third party or governmental body that is required to be received or made by any party in connection with the execution, delivery, and filing of the Registration Statement, the Indenture, or the Guarantee or the consummation of the transactions contemplated thereby.

K&L GATES LLP

ONE SW COLUMBIA STREET    SUITE 1900    PORTLAND    OR 97258

T +1 503 228 3200 F +1 503 248 9085 klgates.com

Owens Corning

June 26, 2017

Page 3

Based on the foregoing, and subject to the assumptions, exceptions, qualifications, and limitations set forth herein, it is our opinion that, on the date hereof:

1. The Opinion Party is a corporation duly incorporated and validly existing under the laws of the State of Oregon.

2. The Opinion Party has the corporate power and authority to enter into, and perform its obligations under, the Indenture and the Guarantee.

3. The execution and delivery of the Indenture and the Guarantee by the Opinion Party, and the performance of its obligations thereunder, have been authorized by all necessary corporate action of the Opinion Party.

4. The Indenture and the Guarantee have been duly executed and delivered by the Opinion Party.

5. The execution and filing with the Securities and Exchange Commission of the Registration Statement have been duly authorized by all necessary corporate action of the Opinion Party.

6. The execution and delivery of the Guarantee by the Opinion Party, and its performance of its obligations thereunder and compliance with the terms and provisions thereof, do not violate or conflict with the Oregon Business Corporation Act or the terms and provisions of the Articles of Incorporation or Bylaws of the Opinion Party.

The opinions expressed herein are limited to the Oregon Business Corporation Act in effect on the date hereof as it presently applies, and we express no opinion herein as to the laws of any other jurisdiction. We express no opinion as to matters relating to any securities laws, rules, or regulations of the State of Oregon or as to the enforceability of the Registration Statement, the Indenture, or the Guarantee. These opinions are given as of the date hereof; they are intended to apply only to those facts and circumstances that exist as of the date hereof, and we assume no obligation or responsibility to update or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur, or to inform the addressees of any change in circumstances occurring after the date hereof that would alter the opinions rendered herein.

This opinion is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly contained herein. This opinion is being provided solely for the benefit of the addressee hereof in connection with the Registration Statement, the Prospectus Supplement, the Indenture, and the Guarantee. This opinion may not be used or relied upon for any other purpose, relied upon by any other party, or filed with or disclosed to any governmental authority without our prior written consent.

We hereby consent to the filing of this letter as an Exhibit to the Company’s Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement, and to all references to our firm included in or made a part of the Prospectus Supplement. In giving our consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Yours truly,

/s/ K&L Gates LLP

K&L GATES LLP

ONE SW COLUMBIA STREET    SUITE 1900    PORTLAND    OR 97258

T +1 503 228 3200 F +1 503 248 9085 klgates.com

EX-12.1

Exhibit 12.1

OWENS CORNING AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Three Months Ended March 31, 2017		Twelve Months Ended December 31,
			2016		2015		2014		2013		2012
Ratio of Earnings to Fixed Charges		4.6		4.8		4.1		2.5		2.8		(a	)

The computation of the ratio of earnings to fixed charges is as follows (in millions):

	Three Months Ended March 31, 2017			Twelve Months Ended December 31,
				2016			2015			2014			2013			2012
Earnings:
Earnings from continuing operations before taxes	$	144			590			453			232			273			(40	)
Fixed charges (see below)		40			154			143			157			153			158
Amortization of capitalized interest		3			11			9			8			7			6
Capitalized interest		(3	)		(16	)		(14	)		(10	)		(8	)		(13	)
Noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges		—			—			—			—			—			—
Earnings, as adjusted	$	184			739			591			387			425			111
Fixed charges:
Portion of rents representative of interest expense(b)	$	7			26			29			30			28			26
Interest on indebtedness, including amortization of deferred loan costs(c)		30			112			100			117			117			119
Capitalized interest		3			16			14			10			8			13
Total fixed charges	$	40		$	154		$	143		$	157		$	153		$	158

(a) In 2012, the ratio of earnings to fixed charges was less than 1.0. During 2012, the Company needed to generate an additional $47 million of earnings from continuing operations before taxes to attain a 1.0 ratio of earnings to fixed charges.

(b) The Company estimates that 33% of its rental costs represent interest expense. This factor has been applied to all periods presented in the table above.

(c) Interest on indebtedness excludes interest income, gain or loss on extinguishment of debt, and interest associated with uncertain tax positions, which is included in Income tax expense in the Consolidated Statements of Earnings.