S-4

As filed with the Securities and Exchange Commission on April 13, 2007

Registration No.                     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Owens Corning*

(Exact Name of Registrant as Specified in its Charter)

Delaware	3290	43-2109021
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

One Owens Corning Parkway

Toledo, OH 43659

(419) 248-8000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Stephen K. Krull

Senior Vice President, General Counsel and Secretary

Owens Corning

One Owens Corning Parkway

Toledo, OH 43659

(419) 248-8000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

Larry A. Barden

Lisa J. Reategui

Sidley Austin LLP

One South Dearborn

Chicago, IL 60603

(312) 853-7000

* The companies listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants.

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
6.50% Senior Notes due 2016	$650,000,000	100%	$650,000,000	$19,955
Guarantees of 6.50% Senior Notes due 2016	(2)	(3)	(3)	(3)
7.00% Senior Notes due 2036	$550,000,000	100%	$550,000,000	$16,885
Guarantees of 7.00% Senior Notes due 2036	(2)	(3)	(3)	(3)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.

(2) The exchange notes are guaranteed by CDC Corporation; Engineered Pipe Systems, Inc.; Eric Company; Exterior Systems, Inc.; Falcon Foam Corporation; INTEGREX Ventures LLC; IPM Inc.; Jefferson Holdings, Inc.; Modulo USA LLC; Norandex Distribution, Inc.; OCCV1, Inc.; OCCV2, LLC; OCCV3, LLC; OCCV4, LLC; Owens Corning Composite Materials, LLC; Owens Corning Construction Services, LLC; Owens Corning Cultured Stone, LLC; Owens Corning Fabwel, LLC; Owens-Corning Fiberglas Technology Inc.; Owens-Corning Fiberglas Technology II, 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 Overseas Holding, Inc.; Owens Corning Roofing and Asphalt, LLC; Owens Corning Sales, LLC; Owens Corning Science and Technology, LLC; Owens Corning U.S. Holdings, LLC; Palmetto Products, Inc.; and Soltech, Inc.

(3) No additional consideration will be paid by the recipients of the exchange notes for the guarantees. Pursuant to Rule 457(n), no separate fee is payable for the guarantees being registered hereby.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Exact Name of Additional Registrants*	Jurisdiction of Formation	I.R.S. Employer Identification No.
CDC Corporation	Wisconsin	39-1830456
Engineered Pipe Systems, Inc.	Delaware	34-1870323
Eric Company	Delaware	34-1162113
Exterior Systems, Inc.	Delaware	54-0790261
Falcon Foam Corporation	Delaware	34-1810126
INTEGREX Ventures LLC	Delaware	34-1921499
IPM Inc.	Delaware	51-0336727
Jefferson Holdings, Inc.	Delaware	58-2407011
Modulo USA LLC	Delaware	45-0556704
Norandex Distribution, Inc.	Delaware	32-0176635
OCCV1, Inc.	Delaware	20-5580634
OCCV2, LLC	Delaware	20-5581329
OCCV3, LLC	Delaware	20-8006919
OCCV4, LLC	Delaware	20-8006751
Owens Corning Composite Materials, LLC	Delaware	35-2273537
Owens Corning Construction Services, LLC	Delaware	36-4590392
Owens Corning Cultured Stone, LLC	Delaware	61-1504835
Owens Corning Fabwel, LLC	Delaware	37-1525615
Owens-Corning Fiberglas Technology Inc.	Illinois	36-3797635
Owens-Corning Fiberglas Technology II, LLC	Delaware	83-0466000
Owens Corning Foam Insulation, LLC	Delaware	38-3737830
Owens Corning Franchising, LLC	Delaware	32-0181362
Owens-Corning Funding Corporation	Delaware	34-1788139
Owens Corning HOMExperts, Inc.	Delaware	32-0176636
Owens Corning HT, Inc.	Delaware	34-1830879
Owens Corning Insulating Systems, LLC	Delaware	37-1525228
Owens Corning Overseas Holding, Inc.	Delaware	34-1794022
Owens Corning Roofing and Asphalt, LLC	Delaware	32-0176634
Owens Corning Sales, LLC	Delaware	74-3189734
Owens Corning Science and Technology, LLC	Delaware	30-0369347
Owens Corning U.S. Holdings, LLC	Delaware	30-0369361
Palmetto Products, Inc.	Delaware	34-1560647
Soltech, Inc.	Kentucky	35-1575937

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                     , 2007

Prospectus

Owens Corning

Offer to Exchange

$650,000,000 6.50% Senior Notes due 2016 and $550,000,000 7.00% Senior Notes due 2036

for

$650,000,000 6.50% Senior Notes due 2016 and $550,000,000 7.00% Senior Notes due 2036

Which Have Been Registered Under the Securities Act of 1933

Material Terms to the Exchange Offer and Exchange Notes

• We are offering to exchange the notes we sold previously in private offerings, which we refer to as the old notes, for new registered exchange notes, which we refer to as the exchange notes.

• You may withdraw tenders of old notes at any time prior to the expiration of this exchange offer.

• This exchange offer expires at                     , New York City time, on                     , 2007, unless we extend the offer.

• The terms of the exchange notes to be issued in this exchange offer are substantially identical to the old notes, except for the transfer restrictions, registration rights and the obligation to pay additional interest under specified circumstances.

• No public market currently exists for the old notes. We do not intend to list the exchange notes on any securities exchange and, therefore, no active public market is anticipated.

• The exchange notes, like the old notes, will be unsecured and will rank equally in right of payment with all of our other existing unsecured senior indebtedness. The exchange notes will be fully and unconditionally guaranteed by each of our current and future domestic subsidiaries that is a borrower or a guarantor under our credit agreement. The guarantees will rank equally with the guarantors’ respective unsecured senior indebtedness.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company and the guarantors have agreed that, starting on the expiration date and ending on the close of business 90 days after the expiration date, they will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.

You should carefully consider the risk factors beginning on page 8 of, and incorporated by reference into, this prospectus before participating in this exchange offer.

Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of the securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2007.

TABLE OF CONTENTS

	Page
Special Note Regarding Forward-Looking Statements	ii
Prospectus Summary	1
Ratio of Earnings to Fixed Charges	7
Risk Factors	8
The Exchange Offer	11
Use of Proceeds	20
Description of Indebtedness	21
Description of the Exchange Notes	23
Material United States Federal Income Tax Considerations	44
Certain ERISA Considerations	49
Plan of Distribution	51
Legal Matters	52
Experts	52
Where You Can Find More Information	52
Incorporation By Reference	53

This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this document. This information, other than exhibits to documents that are not specifically incorporated by reference in this prospectus, is available to you without charge upon written or oral request to: Owens Corning, One Owens Corning Parkway, Toledo, Ohio 43659, Attention: Corporate Secretary, (419) 248-8000. To obtain timely delivery, you must request the information no later than                     , 2007, which is five business days before the expiration date of this exchange offer.

You should rely only on the information contained, or incorporated by reference, in this prospectus or to which we have referred you. We have not authorized anyone to provide you with different information. You should assume that the information contained in this prospectus is accurate only as of the date on the front of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference. We may also add, update or change in a prospectus supplement information contained in this prospectus. You should read this prospectus and any accompanying prospectus supplement, as well as any post-effective amendments to the registration statement of which this prospectus is a part, before you make any investment decision.

In this prospectus, unless otherwise expressly set forth or as the context otherwise indicates:

• The term OCD refers to Owens Corning Sales, LLC (formerly known as Owens Corning), prior to its emergence from bankruptcy.

• The terms Owens Corning, the Company, “we,” “our” and “us” refer to Owens Corning (formerly known as Owens Corning (Reorganized) Inc.), a Delaware corporation, and its subsidiaries, after OCD’s emergence from bankruptcy.

i

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus may contain, or incorporate by reference, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements present our current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “project,” “strategy,” “will,” and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in the statements. Some of the important factors that may influence possible differences include:

• competitive factors;

• pricing pressures;

• availability and cost of energy and materials;

• construction activity;

• interest rate movements;

• issues involving implementation of new business systems;

• achievement of expected cost reductions and/or productivity improvements;

• general economic and political conditions, including new legislation;

• overall global economic environment;

• foreign exchange fluctuations;

• the success of research and development activities;

• difficulties or delays in manufacturing; and

• labor disputes.

All forward-looking statements in, or incorporated by reference into, this prospectus should be considered in the context of the risk and other factors described above. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this prospectus are cautioned not to place undue reliance on the forward-looking statements.

ii

PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus and does not contain all of the information that you should consider in making your investment decision. You should read this summary together with the more detailed information, including the financial statements and related notes, appearing elsewhere in, or incorporated by reference into, this prospectus. You should carefully consider, among other things, the matters discussed in the section entitled “Risk Factors.”

Our Company

Owens Corning, a global company incorporated in Delaware, is headquartered in Toledo, Ohio, and is a leading producer of residential and commercial building materials and glass fiber reinforcements and other similar materials for composite systems. We operate within two general product categories: building materials, which includes our Insulating Systems, Roofing and Asphalt, and Other Building Materials and Services reportable segments, and composites, which includes our Composite Solutions reportable segment. Through our building materials product category, we manufacture and sell products primarily in the United States, Canada, Europe and Latin America, and through our composites product category, we manufacture and sell products primarily in the United States, Canada, Europe, Asia Pacific and Latin America. We maintain leading market positions in both of our major product categories.

On October 5, 2000, our predecessor company, OCD and certain of its subsidiaries, who we refer to collectively as the Debtors, filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code to resolve asbestos claims against OCD and certain of its subsidiaries and protect the long-term value of OCD’s business. OCD satisfied the conditions of its plan of reorganization and emerged from bankruptcy on October 31, 2006, with all asbestos-related liabilities resolved through such plan of reorganization. At such time, the Company became the holding company for the Owens Corning companies.

Corporate Information

Our principal executive offices are located at One Owens Corning Parkway, Toledo, Ohio 43659, and our telephone number at that address is (419) 248-8000. Our principal website is located at www.owenscorning.com. Information on our website does not constitute part of this prospectus.

1

The Exchange Offer

In connection with the issuance of $650,000,000 aggregate principal amount of our 6.50% Notes due 2016, which we refer to as the Old 2016 Notes and $550,000,000 aggregate principal amount of our 7.00% Notes due 2036, which we refer to as the Old 2036 Notes and together with the Old 2016 Notes, the old notes, we entered into a registration rights agreement with the initial purchasers of the old notes, which we refer to as the Notes Registration Rights Agreement.

You are entitled to exchange in this exchange offer Old 2016 Notes for a like principal amount of our 6.50% Notes due 2016, which we refer to as the Exchange 2016 Notes, and Old 2036 Notes for a like principal amount of our 7.00% Notes due 2036, which we refer to as the Exchange 2036 Notes. We refer to the Exchange 2016 Notes and the Exchange 2036 Notes collectively as the exchange notes.

The exchange notes are identical in all material respects to the applicable series of old notes except that:

• the exchange notes have been registered under the Securities Act of 1933, as amended, referred to as the Securities Act, and will be freely tradable by persons who are not affiliated with us;

• the exchange notes are not entitled to registration rights which are applicable to the old notes under the Notes Registration Rights Agreement; and

• our obligation to pay additional special interest on the old notes based on the timing of the exchange offer, as described under “The Exchange Offer—Purpose and Effect of This Exchange Offer,” does not apply to the exchange notes.

The Exchange Offer We are offering to exchange up to the entire aggregate principal amount of each series of the exchange notes in exchange for a like aggregate principal amount of the corresponding series of the old notes. We are commencing two separate exchange offers with respect to each series of old notes. We refer to these exchange offers, collectively, as the exchange offer in this prospectus. Old notes may be exchanged only in integral multiples of $1,000. For a description of the procedures for tendering the old notes, see “The Exchange Offer—Procedures for Tendering Old Notes.”

Resales Based on existing interpretations of the Securities Act by the SEC staff set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that exchange Notes issued under this exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by the holders thereof (other than holders who are broker-dealers) without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any purchaser of notes who is an affiliate of ours or who intends to participate in the exchange offer for the purpose of distributing the exchange notes, or any broker-dealer who purchased the notes from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act, (i) will not be able to rely on the interpretations of the SEC staff set forth in the above-mentioned no-action letters, (ii) will not be entitled to tender its notes in the exchange offer, and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements.

2

Expiration Date; Withdrawal of Tenders This exchange offer will expire at                     , New York City time,                     , 2007, or such later date and time to which we extend it. We do not currently intend to extend the expiration date. A tender of old notes pursuant to this exchange offer may be withdrawn at any time prior to the expiration date. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of this exchange offer.

Conditions to this Exchange Offer This exchange offer is subject to customary conditions, some of which we may waive. See “The Exchange Offer—Certain Conditions to This Exchange Offer.”

Procedures for Tendering Old Notes If you wish to accept this exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a copy of it, according to the instructions contained in this prospectus and the letter of transmittal. You must mail or otherwise deliver the letter of transmittal, or the copy, together with the old notes and any other required documents, to the exchange agent at the address set forth on the cover of the letter of transmittal. If you hold old notes through The Depository Trust Company, which we refer to as DTC, and wish to participate in this exchange offer, you may use DTC’s Automated Tender Offer Program to tender, by which you will agree to be bound by the letter of transmittal.

By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• you are not an affiliate of ours or if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• you are acquiring the exchange notes in the ordinary course of business;

• at the time of the exchange offer, you have no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the old notes or the exchange notes; and

• if you are a broker-dealer that will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities, you will deliver a prospectus (or to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such exchange notes.

See “The Exchange Offer—Procedures for Tendering Old Notes.”

Guaranteed Delivery Procedures If you wish to tender your old notes and your old notes are not immediately available or you cannot deliver your old notes, the letter of transmittal or any other documents required by the letter of transmittal or comply with the applicable procedures under DTC’s

3

Automated Tender Offer Program prior to the expiration date, you may tender your old notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

Effect on Holders of Old Notes As a result of this exchange offer, and upon our acceptance for exchange of all old notes validly tendered pursuant to this exchange offer, we will have fulfilled a covenant contained in the Notes Registration Rights Agreement applicable to the old notes. Accordingly, we may not be obligated to pay further additional interest as described in the Notes Registration Rights Agreement.

Consequences of Failure to Exchange If you are a holder of old notes and do not tender your old notes in this exchange offer, you will continue to hold such old notes and you will be entitled to all the rights and limitations applicable to the old notes under the indenture, except for any rights under the Notes Registration Rights Agreement which by their terms terminate upon the consummation of this exchange offer. All old notes that are not tendered or that are tendered but not accepted will continue to be subject to the restrictions on transfer provided for in the old notes and in the indenture. In general, the old notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with this exchange offer, or as otherwise required under certain limited circumstances pursuant to the terms of the Notes Registration Rights Agreement, we do not currently anticipate that we will register the old notes under the Securities Act. See “The Exchange Offer—Consequences of Failure to Exchange.”

Summary of Certain United States Federal Income Tax Considerations The exchange of old notes for exchange notes will not be a taxable event to you for U.S. federal income tax purposes. As a result, (1) you will not recognize taxable gain or loss as a result of exchanging your old notes for exchange notes; (2) the holding period of the exchange notes will include the holding period of the old notes exchanged therefor; and (3) the adjusted issue price and the adjusted tax basis of the exchange notes will be the same as the adjusted issue price and adjusted tax basis of the old notes exchanged therefor immediately before the exchange. See “Material United States Federal Income Tax Considerations.”

Use of Proceeds We will not receive any cash proceeds from the issuance of the exchange notes in this exchange offer.

Exchange Agent LaSalle Bank National Association is the exchange agent for this exchange offer. The address, telephone number and facsimile number of the exchange agent are set forth under “The Exchange Offer—Exchange Agent.”

4

Other Participation in this exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

The Exchange Notes

The following summary of the terms of the exchange notes is not intended to be complete. For a more complete description of the terms of the exchange notes, see “Description of the Exchange Notes.”

Issuer Owens Corning

Guarantees All payments with respect to the exchange notes (including principal and interest) will be fully and unconditionally guaranteed, jointly and severally, by each of our current and future domestic subsidiaries that is a borrower or a guarantor under the Credit Agreement. The guarantees are general unsecured senior obligations of the subsidiary guarantors and rank equally with the existing and future senior unsecured indebtedness of the guarantors. See “Description of Exchange Notes—The Subsidiary Guarantees.”

Principal Amounts Exchange 2016 Notes: $650,000,000

Exchange 2036 Notes: $550,000,000

Maturity Dates Exchange 2016 Notes: December 1, 2016

Exchange 2036 Notes: December 1, 2036

Interest Rates Exchange 2016 Notes: 6.50%

Exchange 2036 Notes: 7.00%

Interest Payment Dates We will pay interest on the Exchange 2016 Notes and the Exchange 2036 Notes on June 1 and December 1 of each year, beginning on June 1, 2007;

Optional Redemption We may redeem some or all of the outstanding exchange notes at any time at the redemption prices described in “Description of Exchange Notes—Optional Redemption.”

Ranking The exchange notes and the subsidiary guarantees will be our and the guarantors’ general senior unsecured obligations and will rank equally in right of payment with our and the guarantors’ existing and future senior unsubordinated debt. The exchange notes and the subsidiary guarantees will be effectively subordinated to any of our and the guarantors’ secured debt, to the extent of the collateral securing such indebtedness, and will be structurally subordinated to all future and existing obligations of our subsidiaries that are not guarantors.

Listing We do not intend to list the exchange notes on any exchange or to include the exchange notes in any automated quotation system.

5

Certain Covenants The indenture governing the notes contains certain covenants that limit, among other things, our ability and the ability of our subsidiaries to:

• incur liens on certain properties to secure debt;

• engage in sale-leaseback transactions; and

• merge or consolidate with another entity or sell, lease or transfer substantially all of our properties or assets to another entity.

These covenants are subject to a number of important exceptions and limitations, which are described in the “Description of Exchange Notes—Covenants.”

Certain ERISA Considerations Generally, Benefit Plans (as defined herein) and other employee benefit plans will be permitted to purchase the notes and/or any interest therein subject to the restrictions described herein. However, any Benefit Plans or other employee benefit plans contemplating a purchase of the notes should consult with their counsel before making such a purchase. See “Certain ERISA Considerations.”

Risk Factors Investing in the exchange notes involves risks. See the section entitled “Risk Factors” for a description of certain risks you should consider before investing in the exchange notes.

6

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the periods indicated (dollar amounts in millions).

	Predecessor										Successor
	For the twelve months ended December 31, 2002		For the twelve months ended December 31, 2003		For the twelve months ended December 31, 2004		For the twelve months ended December 31, 2005		For the ten months ended October 31, 2006		For the two months ended December 31, 2006
Ratio of earnings to fixed charges		N/A		6.4		13.8		N/A		34.1		N/A
Earnings deficiency	$	2,320	$	—	$	—	$	4,475	$	—	$	91

For the purpose of calculating the ratio of earnings to fixed charges, “earnings” represent pre-tax income from continuing operations before adjustments for minority interests in consolidated subsidiaries and income or loss from equity investees, plus fixed charges. “Fixed charges” consist of interest expense, including amortization of financing costs and that portion of rental expense deemed representative of interest.

For the years ended December 31, 2002 and 2005 and the two months ended December 31, 2006, earnings were inadequate to cover fixed charges. The dollar amount of coverage deficiency is disclosed in the table above.

References in the table of ratio of earnings to fixed charges to the “Successor” company and the “Predecessor” company, respectively, refer to the Company on and after November 1, 2006, and to OCD prior to such date.

7

RISK FACTORS

You should consider carefully the following information about the risks described below, together with the other information contained in, or incorporated by reference into, this prospectus, as well as the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2006, before you decide to participate in the exchange offer. If any of the events outlined actually occurs, our business, financial condition, results of operations and future growth prospects would likely be materially and adversely affected.

Risks Related to the Exchange Offer

Failure to exchange your old notes will leave them subject to transfer restrictions.

Any old notes that remain outstanding after this exchange offer will continue to be subject to restrictions on their transfer. After this exchange offer, holders of old notes will not have any further rights under the Notes Registration Rights Agreement, with limited exceptions. In general, old notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We currently do not anticipate registering the old notes under the Securities Act. As old notes are tendered and accepted in the exchange offer, the aggregate principal amount of old notes will decrease, which will decrease their liquidity. Any market for old notes that are not exchanged could be adversely affected by the conclusion of this exchange offer.

Late deliveries of the old notes and other required documents could prevent a holder from exchanging its notes.

Holders are responsible for complying with all exchange offer procedures. Issuance of exchange notes in exchange for old notes will only occur upon completion of the procedures described in this prospectus under the heading “The Exchange Offer—Procedures for Tendering Old Notes.” Therefore, holders of old notes who wish to exchange them for exchange notes should allow sufficient time for completion of the exchange procedures. We are not obligated to notify you of any failure to follow the proper procedures.

If you are a broker-dealer, your ability to transfer the exchange notes may be restricted.

A broker-dealer that purchased old notes for its own account as part of market making or trading activities must deliver a prospectus when it sells the exchange notes. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their exchange notes.

Risks Related to the Exchange Notes

The exchange notes will be effectively subordinated to our future secured indebtedness and our subsidiary guarantors’ future secured indebtedness as well as to any existing and future indebtedness of our subsidiaries that do not guarantee the exchange notes.

The exchange notes are not secured by any of our assets or the assets of our subsidiary guarantors. As a result the indebtedness represented by the exchange notes would effectively be subordinated to any secured indebtedness we or our subsidiary guarantors may incur, to the extent of the value of the assets securing such indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding up, liquidation or reorganization, or other bankruptcy proceeding, any secured creditors would have a superior claim to their collateral. In the event of the dissolution, winding up, liquidation or reorganization, or other bankruptcy proceeding of a subsidiary that is not a guarantor, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to us or the holders of the exchange notes. If any of the foregoing occur, we cannot assure you that there will be sufficient assets to pay amounts due on the exchange notes.

8

We may be unable to repurchase the exchange notes if we experience a change of control and a related downgrade in the credit rating of the exchange notes.

Under certain circumstances, we are required, under the terms of the exchange notes, to offer to purchase all of the outstanding exchange notes if we experience a change of control and a related downgrade in the credit rating of the exchange notes. Our failure to repay holders tendering exchange notes upon a change of control and related downgrade will result in an event of default under the exchange notes. If a change in control and a related downgrade were to occur, we cannot assure you that we would have sufficient funds to repay debt outstanding to purchase the exchange notes, or any other securities that we would be required to offer to purchase. We may require additional financing from third parties to fund any such purchases but we cannot assure you that we would be able to obtain such financing.

The change of control provision in the indenture may not protect you in the event we consummate a highly leveraged transaction, reorganization, restructuring, merger or other similar transaction, unless such transaction constitutes a change of control repurchase event under the indenture. Such a transaction may not involve a change of the magnitude required under the definition of change of control in the indenture or may not result in a ratings downgrade to trigger our obligation to repurchase the exchange notes. Except as described under “Description of Exchange Notes—Change of Control Repurchase Event,” the indenture does not contain provisions that permit the holders of the exchange notes to require us to repurchase or redeem the exchange notes in an event of a takeover, recapitalization or similar transaction.

No public market exists for the exchange notes.

The exchange notes have no established trading market. We do not currently intend to apply for listing of the exchange notes on any securities exchange. Accordingly, no market for the exchange notes may develop, and any market that develops may not last. If the exchange notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our performance and other factors. Accordingly, we can give no assurance as that an active trading market will develop for the exchange notes.

A court may use fraudulent conveyance considerations to avoid or subordinate the subsidiary guarantees.

Various applicable fraudulent conveyance laws have been enacted for the protection of creditors. A court may use fraudulent conveyance laws to subordinate or avoid the subsidiary guarantees of the exchange notes issued by any of our subsidiary guarantors. It is also possible that under certain circumstances a court could hold that the direct obligations of a subsidiary guaranteeing the exchange notes could be superior to the obligations under that guarantee.

A court could avoid or subordinate the guarantee of the exchange notes by any of our subsidiaries in favor of that subsidiary’s other debts or liabilities to the extent that the court determined either of the following were true at the time the subsidiary issued the guarantee:

• that subsidiary incurred the guarantee with the intent to hinder, delay or defraud any of its present or future creditors or that subsidiary contemplated insolvency with a design to favor one or more creditors to the total or partial exclusion of others; or

• that subsidiary did not receive fair consideration or reasonable equivalent value for issuing the guarantee and, at the time it issued the guarantee, that subsidiary:

• was insolvent or rendered insolvent by reason of the issuance of the guarantee;

• was engaged or about to engage in a business or transaction for which the remaining assets of that subsidiary constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured.

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The measure of insolvency for purposes of the foregoing will vary depending upon the law of the relevant jurisdiction. Generally, however, an entity would be considered insolvent for purposes of the foregoing if the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets at a fair valuation, or if the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and matured.

Among other things, a legal challenge of a subsidiary’s guarantee of the notes on fraudulent conveyance grounds may focus on the benefits, if any, realized by that subsidiary as a result of our issuance of the notes. To the extent a subsidiary’s guarantee of the notes is avoided as a result of fraudulent conveyance or held unenforceable for any other reason, the note holders would cease to have any claim in respect of that guarantee.

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THE EXCHANGE OFFER

We are commencing two separate exchange offers with respect to each series of old notes. We refer to these exchange offers, collectively, as the “exchange offer” in this prospectus. The following is a summary of the exchange offer relating to the old notes. As a summary, this section does not contain all of the information you might find useful. For further information, you should read the Notes Registration Rights Agreement with the initial purchasers of the old notes and the form of letter of transmittal, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

Purpose and Effect of This Exchange Offer

Notes Registration Rights Agreement. In connection with the sale of the old notes, we and the guarantors of the old notes entered into a registration rights agreement with the initial purchasers of the old notes, which we refer to as the Notes Registration Rights Agreement, in which we agreed to file a registration statement relating to an offer to exchange the old notes for the exchange notes, which we refer to as the exchange offer registration statement. The registration statement of which this prospectus forms a part was filed in connection with this obligation. The exchange notes will have terms substantially identical to the old notes except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest payable for the failure to have the exchange registration statement of which this prospectus forms a part (i) filed within 120 days following October 31, 2006, the day on which the Debtors’ plan of reorganization became effective, which we refer to as the Effective Date, (ii) declared effective within 180 days following the Effective Date or (iii) remain effective as required by the Notes Registration Rights Agreement.

Shelf Registration Statement. Under the circumstances set forth below, the Company and the Guarantors will as promptly as practicable (but in no event more than 30 days after so required or requested), file with the SEC and use their reasonable best efforts to cause to be declared effective under the Securities Act within 90 days after so required or requested, a shelf registration statement with respect to the resale of the old notes. We will also use our reasonable best efforts to keep the shelf registration statement effective until the second anniversary of the date of original issuance of the old notes, or until such time as all of the old notes have been sold thereunder. These circumstances include:

• due to any change in law or applicable interpretations thereof by the SEC staff, we are not permitted to effect this exchange offer;

• this exchange offer is not consummated within 210 days following the Effective Date;

• any initial purchaser of the old notes requests the filing of a shelf registration statement with respect to old notes that are not eligible to be exchanged for exchange notes in the exchange offer and that are held by it following consummation of the exchange offer

• any holder of the old notes (other than an initial purchaser of the old notes) is not eligible to participate in the exchange offer; or

• in the case of any initial purchaser of the old notes that participates in the exchange offer or acquires exchange notes pursuant to a shelf registration, such initial purchaser does not receive freely tradeable exchange notes constituting any portion of an unsold allotment.

Special Interest. We agreed to pay additional cash interest on the old notes, subject to certain exceptions, if:

(i) we fail to file the exchange offer registration statement within 120 days following the Effective Date,

(ii) the exchange offer registration statement is not declared effective within 180 days following the Effective Date,

(iii) if we are obligated to file the shelf registration statement, we fail to file the shelf registration statement within 30 days of being required or requested to do so, or

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(iv) after the exchange offer registration statement or the shelf registration statement, as the case may be, is declared effective, such registration statement thereafter ceases to be effective as required by the Notes Registration Rights Agreement.

The rate of additional interest accrues on the principal amount of the outstanding old notes, in addition to the stated interest on the outstanding old notes, from and including the date on which an event referred to in clauses (i) through (iv) above shall occur, which we refer to as a registration default, to the date on which such registration default has been cured. The additional interest for any registration default shall accrue at a rate of (a) 0.25% per annum for the first 60 days from and including the date of a registration default and (b) 0.50% thereafter.

In order to meet the time frame set forth in clause (i) above, we needed to file the exchange offer registration by February 28, 2007. In order to coordinate the filing of the exchange offer registration statement with the addition of new guarantors to our senior credit facility and the indenture, as required by the terms of the senior credit facility and the indenture, and the filing of certain guarantor financial information on Form 8-K, we elected not to file the exchange offer registration statement by February 28, 2007. Therefore, the old notes began accruing additional interest at a rate of 0.25% per annum on February 28, 2007. This additional interest stopped accruing when we filed the registration statement of which this prospectus is a part with the SEC. The cumulative impact of the additional interest from February 28, 2007 through March 31, 2007 was approximately $250,000. We may accrue further additional interest if the exchange offer registration statement is not declared effective or the exchange offer is not consummated within agreed upon time frames. We will pay all additional interest when we make our first interest payment on June 1, 2007, in accordance with the indenture.

Resale of Exchange Notes

Based on existing interpretations of the Securities Act by the SEC staff set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that exchange notes issued under this exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by the holders thereof (other than holders who are broker-dealers) without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any purchaser of notes who is an affiliate of ours or who intends to participate in the exchange offer for the purpose of distributing the exchange notes, or any broker-dealer who purchased the notes from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act, (i) will not be able to rely on the interpretations of the SEC staff set forth in the above-mentioned no-action letters, (ii) will not be entitled to tender its notes in the exchange offer, and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements. We do not intend to seek our own no-action letter, and there can be no assurance that the SEC staff would make a similar determination with respect to the exchange notes as it has in such no-action letters to third parties.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, in connection with any resale of the exchange notes, any broker-dealer who acquired the exchange notes for its own account as a result of market-making or other trading activities, which we refer to as a Participating Broker-Dealer, must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to the exchange notes, other than a resale of an unsold allotment from the original sale thereof, with the prospectus contained in the exchange offer registration statement. Under the Notes Registration Rights Agreement, to the extent required by the applicable rules of the SEC, we will make this prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any exchange notes for 90 days after the consummation of the exchange offer. Please see “Plan of Distribution” for more details regarding these procedures for the transfer of exchange notes. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such

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old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution”.

Terms of this Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any old notes properly tendered and not validly withdrawn prior to the expiration date, as defined below. We will issue a like principal amount of exchange notes in exchange for the principal amount of old notes surrendered under this exchange offer.

The form and terms of the exchange notes will be substantially identical to the form and terms of the old notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the Notes Registration Rights Agreement to file, and cause to be effective, a registration statement. The exchange notes will evidence the same debt as the old notes. The exchange notes will be issued under and entitled to the benefits of the indenture. Consequently, both series will be treated as a single class of debt securities under the indenture.

This exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

This prospectus and the letter of transmittal are being sent to all registered holders of old notes. There will be no fixed record date for determining registered holders of old notes entitled to participate in this exchange offer.

We intend to conduct this exchange offer in accordance with the provisions of the Notes Registration Rights Agreement, the applicable requirements of the Exchange Act, and the rules and regulations of the SEC. Old notes that are not tendered for exchange in this exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture.

We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to such holders. Subject to the terms of the Notes Registration Rights Agreement, we expressly reserve the right to amend or terminate this exchange offer because of any change in law or in currently prevailing interpretations of the SEC staff, which prevents us from effecting the exchange offer with respect to a series of notes. See “—Certain Conditions to This Exchange Offer.”

Each holder of old notes that wishes to exchange such old notes for transferable exchange notes in this exchange offer will be required to make the representations discussed below under “—Procedures for Tendering Old Notes.”

Expiration Date; Extensions; Amendments

This exchange offer will expire at                     , New York City time on                     , 2007, which we refer to as the expiration date, unless, in our sole discretion, we extend it.

In order to extend this exchange offer, we will notify the exchange agent orally or in writing of any extension of the expiration date. We will notify each registered holder of old notes by giving oral or written notice or by public announcement of any extension no later than                     , New York City time, on the business day after the previously scheduled expiration date.

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We reserve the right, in our sole discretion:

• to delay accepting for exchange any old notes;

• to extend this exchange offer;

• to terminate this exchange offer because of any change in law or in currently prevailing interpretations of the SEC staff, which prevents us from effecting the exchange offer with respect to a series of notes; or

• subject to the terms of the Notes Registration Rights Agreement, to amend the terms of this exchange offer in any manner.

We will promptly notify the exchange agent and the registered holders of the old notes of any delay in acceptance, extension, termination or amendment by oral or written notice or by public announcement. During any extension, all old notes previously tendered will remain subject to this exchange offer, and we may accept them for exchange unless they have been previously withdrawn. We will return any old notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of this exchange offer.

If we amend this exchange offer in a manner that we determine to constitute a material change, including the waiver of a material condition, we will promptly disclose such amendment in a manner reasonably likely to inform the holders of old notes of such amendment and will extend this exchange offer to the extent required by law, if necessary. Generally we must keep this exchange offer open for at least five business days after a material change. Pursuant to Rule 14e-1(b) under the Exchange Act, if we increase or decrease the percentage of old notes being sought, we are required to extend this exchange offer for at least ten business days from the date that notice of such increase or decrease is first published, sent or given by us to holders of the old notes. We currently do not intend to decrease the percentage of old notes being sought.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of this exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by issuing a timely press release to a financial news service.

Certain Conditions to This Exchange Offer

Despite any other term of this exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any old notes, and we may terminate or amend this exchange offer as provided in this prospectus before accepting any old notes for exchange if this exchange offer, or the making of any exchange by a holder of old notes, would violate applicable law or any applicable interpretation of the SEC staff. This condition is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to it. Our failure at any time to exercise the foregoing right shall not be deemed a waiver of such right, and such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

In addition, we will not accept for exchange any old notes tendered, and will not issue exchange notes in exchange for any such old notes, if at such time any stop order will be threatened or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

Procedures for Tendering Old Notes

Only a holder of old notes may tender such old notes in this exchange offer. To tender in this exchange offer, a holder must:

• complete, sign and date the letter of transmittal, or a copy of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver such letter of transmittal or copy to the exchange agent prior to the expiration date; or

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• comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, either:

• the exchange agent must receive the tendering holder’s old notes along with the letter of transmittal;

• the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of such old notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message (as defined below); or

• the holder must comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the appropriate address set forth below under “—Exchange Agent” prior to the expiration date.

The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of old notes, the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send us the letter of transmittal or old notes. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on such beneficial owner’s behalf. If such beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its old notes, either:

• make appropriate arrangements to register ownership of the old notes in such beneficial owner’s name; or

• obtain a properly completed bond power from the registered holder of the old notes.

The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible institution” within the meaning of Rule 17Ad-15 under the Exchange Act (referred to as an eligible institution), unless the old notes tendered pursuant thereto are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible institution.

If the letter of transmittal with respect to any old notes is signed by a person other than the registered holder of such old notes, such old notes must be endorsed or accompanied by a properly completed bond power. The bond power must be properly signed by the registered holder and an eligible institution must guarantee the signature on the bond power.

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If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, transmit their acceptance of this exchange offer electronically. They may do so by causing DTC to transfer the old notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering old notes that are the subject of such book-entry confirmation;

• such participant has received and agrees to be bound by the terms of the letter of transmittal (or, in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the applicable notice of guaranteed delivery); and

• the agreement may be enforced against such participant.

By signing or agreeing to be bound by the letter of transmittal, each tendering holder of old notes will represent, among other things:

• that it is not an affiliate of ours or if it is such an affiliate, such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• the exchange notes will be acquired in the ordinary course of its business;

• at the time of the exchange offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the notes or the exchange notes; and

• if such holder is a broker-dealer that will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus (or to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such exchange notes.

We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered old notes and withdrawal of tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any old notes. Our interpretation of the terms and conditions of this exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of old notes will not be deemed made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

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Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of this exchange offer promptly after the date of this prospectus, and any financial institution participating in DTC’s system may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Holders of old notes who are unable to deliver confirmation of the book-entry tender of their old notes into the exchange agent’s account at DTC or all other documents of transmittal to the exchange agent on or prior to the expiration date must tender their old notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

Holders wishing to tender their old notes but whose old notes are not immediately available or who cannot deliver their old notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date may tender if:

• the tender is made through an eligible institution;

• prior to the expiration date, the exchange agent receives from such eligible institution either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery:

• setting forth the name and address of the holder, the registered number(s) of such old notes and the principal amount of old notes tendered;

• stating that the tender is being made thereby; and

• guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the old notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives such properly completed and executed letter of transmittal or facsimile thereof, as well as all tendered old notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, holders of old notes may withdraw their tenders at any time prior to the expiration date.

For a withdrawal to be effective:

• the exchange agent must receive a written notice, which notice may be by telegram, telex, facsimile transmission or letter of withdrawal at the appropriate address set forth below under “—Exchange Agent,” or

• holders must comply with the appropriate procedures of DTC’s Automated Tender Offer Program.

Any such notice of withdrawal must:

• specify the name of the person who tendered the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the principal amount of such old notes; and

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• where certificates for old notes have been transmitted, specify the name in which such old notes were registered, if different from that of the withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must submit:

• the serial numbers of the specific certificates to be withdrawn; and

• a signed notice of withdrawal as set forth above with signatures guaranteed by an eligible institution unless such holder is an eligible institution.

If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices, and our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of this exchange offer. Any old notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, such old notes will be credited to an account maintained with DTC for old notes) as soon as practicable after withdrawal, rejection of tender or termination of this exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “—Procedures for Tendering Old Notes” above at any time on or prior to the expiration date.

Exchange Agent

LaSalle Bank National Association has been appointed as exchange agent for this exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent, addressed as follows:

By Overnight Delivery, Registered or Certified Mail:	By Hand:
LaSalle Bank National Association 135 South LaSalle Street, Suite 1560 Chicago, IL 60603 Attn: Corporate Trust Services / Owens Corning	LaSalle Bank National Association 135 South LaSalle Street, Suite 1560 Chicago, IL 60603
By Facsimile Transmission 312-904-4018	For informational requests: 312-904-2226

Delivery of the letter of transmittal to an address other than as set forth above or transmission via facsimile other than as set forth above will not constitute a valid delivery of such letter of transmittal.

Fees and Expenses

We will not make any payments to brokers, dealers or others soliciting acceptances of this exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made by telephone or in person by our officers and employees and those of our affiliates.

Except for certain expenses incurred in connection with a shelf registration statement, expenses incurred in connection with the exchange offer will be paid by us. Such expenses include, among others, SEC registration fees, the fees and expenses of the trustee and the exchange agent, accounting and legal fees, printing costs and

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other related fees and expenses. In the event that we are required to file a shelf registration statement, the holders who tender old notes pursuant to a shelf registration statement shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, with respect to such sale or disposition of old notes.

Transfer Taxes

Except for transfer taxes incurred in connection with sales pursuant to a shelf registration statement and as described below, we will pay any transfer taxes applicable to the exchange of old notes under this exchange offer. Holders of old notes who tender their old notes for exchange notes will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon. In these cases, if satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Consequence of Failure to Exchange

Holders of old notes who do not exchange their old notes for exchange notes under this exchange offer will remain subject to the restrictions on transfer of such old notes as set forth in the legend printed on the old notes as a consequence of the issuance of the old notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may not offer or sell the old notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the Notes Registration Rights Agreement, we do not intend to register resales of the old notes under the Securities Act.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with this exchange offer. We will capitalize the expenses of this exchange offer as deferred financing costs and expense these costs over the life of the exchange notes.

Other

Participation in this exchange offer is voluntary, and holders of old notes should carefully consider whether to accept. Holders of old notes are urged to consult their financial and tax advisors in making their own decision on what action to take.

We may in the future seek to acquire untendered old notes in the open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any old notes that are not tendered in this exchange offer or to file a registration statement to permit resales of any untendered old notes.

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USE OF PROCEEDS

The exchange offer is intended to satisfy certain agreements under the Notes Registration Rights Agreement we entered into with the initial purchasers of the old notes. We will not, however, receive any proceeds from the issuance of the exchange notes in the exchange offer. In consideration for issuing the exchange notes in the exchange offer, we will receive the old notes in like principal amount, the form and terms of which are substantially the same as the form and terms of the exchange notes (which replace the old notes and which represent the same indebtedness). The old notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness.

The net proceeds of the issuance and sale of the old notes, together with net proceeds from financing activities conducted as of the Debtors’ emergence from bankruptcy and a portion of our cash on hand, were used in connection with our emergence from bankruptcy, including, among other things:

• Fund distributions to the asbestos trust formed pursuant to the Debtors’ plan of reorganization

• Fund payments to the Debtors’ pre-petition creditors

• Pay financing fees and other reorganization expenses; and

• For working capital and general corporate purposes

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DESCRIPTION OF INDEBTEDNESS

Senior Credit Facilities

On October 31, 2006, Owens Corning entered into a credit agreement with Citibank, N.A., as administrative agent, and various lenders which are parties thereto. The new credit agreement, which we refer to as the Credit Agreement, created two senior facilities, which we refer to as the Credit Facilities, consisting of:

• a $1.0 billion multi-currency senior revolving credit facility; and

• a $600 million delayed-draw senior term loan facility.

The Credit Facilities each have a five-year maturity. Proceeds from the revolving credit facility will be available for general working capital needs and for other general corporate purposes. The revolving credit facility is comprised of a U.S. facility, a Canadian facility and European facility. The Company plans to add Canadian and European borrowers to the revolving facility and borrow funds in Canadian dollars and Euros as well as U.S. dollars. Letters of credit may be issued in an aggregate amount up to $250 million, swingline loans up to $250 million (in U.S. dollars only) and competitive bid loans up to $250 million (in U.S. dollars only).

The Company’s obligations under the Credit Facilities are unconditionally and irrevocably guaranteed by the Company’s material wholly-owned domestic subsidiaries, whether now existing or later acquired.

The Company drew $600 million under the term loan on January 4, 2007 to fund payments to the asbestos trust. Pursuant to the terms of the Credit Agreement, the lenders commitments under the term loan facility were terminated upon Owen Corning’s draw and the funding of the payment to the asbestos trust.

Borrowings under the Credit Agreement will bear interest as follows:

• Borrowings denominated in U.S. dollars (other than competitive bid loans): at a rate per annum equal to, at the option of the Company (1) LIBOR plus an applicable margin based upon the then applicable corporate credit ratings of the Company, or (2) an alternative base rate equal to the highest of (i) Citibank, N.A.’s base rate or the Canadian base rate, as applicable; and (ii) the federal funds effective rate plus 1/2 of 1%, plus an applicable margin based upon the then applicable corporate credit ratings of the Company;

• Borrowings denominated in Euros: at a rate per annum equal to Euro LIBOR (to be determined on a basis acceptable to Citibank, N.A. for the respective time period) plus an applicable margin based upon the then applicable corporate credit ratings of the Company;

• Borrowings denominated in Canadian dollars: at a rate per annum equal to Citibank, N.A.’s reference rate for commercial loans in Canadian dollars made to Canadian borrowers plus an applicable margin based upon the then applicable corporate credit ratings of the Company; and

• Competitive bid advances: at the rates obtained from bids selected by Owens Corning in accordance with standard competitive auction procedures depending on market availability.

The Credit Agreement also requires payment to the lenders of a commitment fee on average daily unused commitments under the Credit Facilities at rates based upon the applicable corporate credit ratings of the Company. Voluntary prepayments of the loans and voluntary reductions of the unutilized portion of the commitments under the Credit Facilities are permissible without penalty, subject to certain conditions pertaining to minimum notice and payment of reduction amounts.

The Credit Agreement contains financial, affirmative and negative covenants that we believe are usual and customary for a senior unsecured credit agreement. Under the terms of the financial covenants, Owens Corning will have to ensure that:

• its ratio of consolidated total net indebtedness to consolidated total capitalization does not exceed 0.65:1.0 at any time, and

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• its ratio of consolidated EBITDA to consolidated interest expense is not less than 2.0:1.0 for any twelve-month period ending on the last day of a fiscal quarter.

The negative covenants include, among other things, limitations (each of which is subject to customary exceptions for financings of this type) on our ability to:

• incur additional indebtedness;

• grant liens;

• make loans and investments (including acquisitions);

• declare dividends and make other distributions;

• redeem and repurchase our capital stock;

• prepay, redeem and repurchase the notes;

• modify the terms of the notes;

• restrict dividends from our subsidiaries;

• recapitalize, merge, consolidate or enter into acquisitions;

• sell our assets; and

• enter into transactions with our affiliates.

The Credit Agreement also contains customary events of default (subject to grace periods, as appropriate) including among others:

• nonpayment of principal or interest;

• breach of the financial, affirmative or negative covenants;

• breach of the representations or warranties in any material respect;

• cross-default and cross-acceleration to other material indebtedness;

• bankruptcy or insolvency;

• material judgments entered against us or any of our subsidiaries;

• certain ERISA violations;

• actual or asserted invalidity of the guarantees or other documents associated with the Credit Facilities; and

• a change of control.

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DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.” Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the indenture. Terms defined in this section only apply to this section. For purposes of this section, we refer to the old notes and exchange notes together as the “notes.” In this section, Owens Corning, the Company, “we,” “us,” “our” and similar words refer only to Owens Corning (formerly known as Owens Corning (Reorganized) Inc.) and not any of its subsidiaries. When we refer to the “holders” of the notes, we are referring to those persons who are the registered holders of the notes on the books of the registrar appointed under the indenture.

Owens Corning issued the old notes under an indenture, dated as of October 31, 2006, by and among Owens Corning, the guarantors named therein and LaSalle Bank National Association, as trustee. The October 31, 2006 indenture was supplemented by the first supplemental indenture, dated as of April 13, 2007, in order to add additional guarantors. We refer to the October 31, 2006 indenture, as supplemented on April 13, 2007, as the indenture. The exchange notes will also be issued under the indenture. The terms of the exchange notes are identical in all material respects to the terms of the old notes, except that the issuance of the exchange notes will be registered under the Securities Act and the transfer restrictions, registration rights and certain special interest provisions relating to the old notes do not apply to the exchange notes. Both the old notes and the exchange notes include the terms stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. Each series of old notes and the related series of exchange notes will constitute a single series of debt securities under the indenture.

If the exchange offer is consummated, holders of the old notes who do not exchange their old notes for exchange notes will vote together with the holders of exchange notes for all relevant purposes under the indenture. In that regard, the indenture requires that certain actions by the holders thereunder must be taken, and certain rights must be exercised, by specified minimum percentages of the aggregate principal amount of the outstanding notes. In determining whether holders of the requisite percentage in principal amount have given any notice, consent or waiver or taken any other action permitted under the indenture, any old notes which remain outstanding after the exchange offer will be aggregated with the exchange notes and the holders of each series of such old notes and exchange notes will vote together as a single series for all such purposes. Accordingly, all references in this “Description of the Exchange Notes” to specified percentages in aggregate principal amount of the notes then outstanding shall be deemed to mean, at any time after the exchange offer is consummated, such percentage in aggregate principal amount then outstanding of the old notes and the exchange notes.

The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. A copy of the indenture is filed as an exhibit to the registration statement of which this prospectus forms a part. Copies of the indenture are also available upon request as set forth below under “—Additional Information.”

Only registered holders have rights under the indenture.

General

The Exchange Notes

The exchange notes:

• will be general obligations of Owens Corning;

• will rank pari passu in right of payment with all existing and future senior Indebtedness of Owens Corning, including Indebtedness incurred under the Credit Agreement, and will rank senior in right of payment to any existing and future subordinated Indebtedness of Owens Corning;

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• will be effectively subordinated to Owens Corning’s senior secured Indebtedness to the extent of the value of the collateral securing such Indebtedness; and

• will be unconditionally guaranteed by the Guarantors.

The Subsidiary Guarantees

The exchange notes will be guaranteed by each of Owens Corning’s current and future Domestic Subsidiaries that is a borrower or a guarantor under the Credit Agreement (each a “Guarantor” and, collectively, the “Guarantors”).

Each guarantee of the exchange notes:

• will be a general obligation of the Guarantor;

• will rank pari passu in right of payment with all existing and future senior Indebtedness of the Guarantor, including the guarantee by the Guarantor of Indebtedness incurred under the Credit Agreement, and will rank senior in right of payment to any existing and future subordinated Indebtedness of the Guarantor; and

• will be effectively subordinated to any secured Indebtedness of the Guarantor, to the extent of the value of the collateral securing such Indebtedness.

Principal, Maturity and Interest

Owens Corning issued:

• $650,000,000 aggregate principal amount of Old 2016 Notes; and

• $550,000,000 aggregate principal amount of Old 2036 Notes.

Pursuant to the exchange offer, Owens Corning will issue:

• Up to $650,000,000 aggregate principal amount of notes in exchange for outstanding Old 2016 Notes (the “Exchange 2016 Notes”); and

• Up to $550,000,000 aggregate principal amount of notes in exchange for outstanding Old 2036 Notes (the “Exchange 2036 Notes”).

The Exchange 2016 Notes will mature on December 1, 2016 and the Exchange 2036 Notes will mature on December 1, 2036. Interest on the Exchange 2016 Notes will accrue at the rate of 6.50% per annum and interest on the Exchange 2036 Notes will accrue at the rate of 7.00% per annum. All interest will be payable semi-annually in arrears on June 1 and December 1 commencing on June 1, 2007. Owens Corning will make each interest payment to the holders of record of such series on the immediately preceding May 15 and November 15.

Interest on the exchange notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Owens Corning may issue additional notes of any series listed above, in an unlimited aggregate principal amount, under the indenture from time to time in compliance with the provisions of the indenture. Additional notes of any series will be treated as a single class with previously issued notes of such series for all purposes under the indenture.

Payments on the Exchange Notes

If a holder of exchange notes has given wire transfer instructions to Owens Corning, Owens Corning will, directly or through the paying agent, pay all principal, interest and premium, if any, on that holder’s exchange

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notes in accordance with those instructions. All other payments on the exchange notes will be made at the office or agency of the paying agent and registrar within the City of Chicago in the State of Illinois unless Owens Corning elects to make interest payments by check mailed to the exchange note holders at their address set forth in the register of holders.

The trustee will initially act as paying agent and registrar. Owens Corning may change the paying agent or registrar without prior notice to the holders of the exchange notes, and Owens Corning or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange its notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. Owens Corning will not be required to transfer or exchange any note selected for redemption. Also, Owens Corning will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

The exchange notes will be guaranteed by each of Owens Corning’s current and future Domestic Subsidiaries that is a borrower or a guarantor under the Credit Agreement.

The Subsidiary Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—A court may use fraudulent conveyance considerations to avoid or subordinate the subsidiary guarantees.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Owens Corning or another Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists.

The Subsidiary Guarantee of a Guarantor will be released with respect to any series of exchange notes:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Owens Corning or a Subsidiary of Owens Corning;

(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Owens Corning or a Subsidiary of Owens Corning;

(3) upon the release, discharge or termination of such Subsidiary’s Guarantee of the Credit Agreement, except a discharge, release or termination by or as a result of payment under such Guarantee; or

(4) upon legal defeasance or satisfaction and discharge of the indenture as provided below under the caption “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge.”

Optional Redemption

Owens Corning may redeem all or a part of any series of notes at a redemption price equal to the greater of:

(1) 100% of the principal amount of the notes to be redeemed; and

(2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (excluding accrued and unpaid interest to the date of redemption) discounted to the

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date of redemption on a semi-annual basis (assuming 360-day years, each consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points for the 2016 notes and 37.5 basis points for the 2036 notes.

in each case, together with accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of redemption, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

Unless Owens Corning defaults in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the notes or portions thereof called for redemption. On or before a redemption date, Owens Corning will deposit with the paying agent (or with the trustee) sufficient money to pay the redemption price and accrued interest on the notes to be redeemed.

Repurchase at the Option of Holders

Change of Control Repurchase Event

If a Change of Control Repurchase Event occurs with respect to any series of notes, each holder of notes of such series will have the right to require Owens Corning to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder’s notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Owens Corning will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased to the date of repurchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 10 days following any Change of Control Repurchase Event, Owens Corning will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control Repurchase Event and offering to repurchase notes of the applicable series on the date specified in the notice (the “Change of Control Payment Date”) which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Owens Corning 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 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 Change of Control Repurchase Event provisions of the indenture, Owens Corning will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the indenture by virtue of such compliance.

On the Change of Control Payment Date, Owens Corning will, to the extent lawful:

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

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions of notes being purchased by Owens Corning.

The paying agent will promptly mail to each holder of notes of any series properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note of the same series as the note surrendered and equal in principal amount to any unpurchased portion of the notes surrendered, if any. Owens Corning will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

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The provisions described above that require Owens Corning to make a Change of Control Offer following a Change of Control Repurchase Event will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control Repurchase Event, the indenture does not contain provisions that permit the holders of the notes to require that Owens Corning repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

Owens Corning will not be required to make a Change of Control Offer with respect to a particular series of notes upon a Change of Control Repurchase Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Owens Corning and purchases all notes of such series properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Owens Corning and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require Owens Corning to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Owens Corning and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Selection and Notice

If less than all of the notes of any series are to be redeemed at any time, the trustee will select notes from such series for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.

No notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption.

Covenants

Limitations on Liens

If Owens Corning or any of its Subsidiaries, directly or indirectly, creates, incurs, issues, assumes, guarantees or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively “incur”) any Indebtedness secured by a Lien (other than a Permitted Lien) upon any Principal Property or upon the Capital Stock of any Subsidiary (in each case, now owned or hereafter acquired), Owens Corning will secure the notes on an equal and ratable basis with the Indebtedness so secured, unless the aggregate principal amount of all outstanding Indebtedness of Owens Corning and its Subsidiaries that is secured by Liens (other than Permitted Liens) on any Principal Property or upon the Capital Stock of any Subsidiary (in each case, now owned or hereafter acquired) plus the amount of all outstanding Attributable Debt incurred pursuant to clause (1) of the covenant entitled “Limitation on Sales and Leaseback Transactions” would not exceed 10% of Consolidated Net Tangible Assets calculated as of the date of the creation or incurrence of the Lien.

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Limitations on Sale and Leaseback Transactions

Owens Corning will not, and will not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction, unless:

(1) after giving effect thereto, the aggregate amount of all outstanding Attributable Debt with respect to all such transactions, plus the amount of outstanding Indebtedness secured by a Lien (other than a Permitted Lien) upon any Principal Property or upon the Capital Stock of any Subsidiary (in each case, now owned or hereafter acquired) incurred without equally and ratably securing the notes pursuant to the covenant entitled “Limitation on Liens,” would not exceed 10% of Consolidated Net Tangible Assets calculated at the time of the transaction; or

(2) within 120 days after such Sale and Leaseback Transaction, Owens Corning or such Subsidiary applies an amount equal to the greater of the net proceeds of such Sale and Leaseback Transaction and the Fair Market Value at the time of the transaction of the Principal Property so leased to the retirement of Funded Debt of Owens Corning or any of its Subsidiaries.

Merger, Consolidation or Sale of Assets

Owens Corning will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Owens Corning is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Owens Corning and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) Owens Corning is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than Owens Corning) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any State of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than Owens Corning) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Owens Corning under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction no Default or Event of Default exists; and

(4) Owens Corning, or the Person formed by or surviving any such consolidation or merger (if other than Owens Corning), or to which such sale, assignment, transfer, conveyance or other disposition has been made, will have delivered to the trustee an Officers’ Certificate and an opinion of counsel, each stating that such transaction and any supplemental indenture entered into in connection therewith comply with all of the terms of this covenant and that all conditions precedent provided for in this covenant relating to such transaction or series of transactions have been complied with.

In addition, Owens Corning will not, directly or indirectly, lease all or substantially all of the properties or assets of Owens Corning and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person.

Additional Subsidiary Guarantees

Owens Corning will not permit any of its Domestic Subsidiaries to, directly or indirectly, Guarantee any Person’s Obligations under the Credit Agreement unless such Subsidiary is a Guarantor or concurrently executes a supplemental indenture and a Subsidiary Guarantee and delivers and opinion of counsel satisfactory to the trustee.

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Events of Default and Remedies

Each of the following is an “Event of Default” with respect to any series of notes:

(1) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the notes of such series;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes of such series;

(3) failure by Owens Corning or any of its Subsidiaries to comply with any covenant or other agreement in the indenture or any term in the notes for 60 days after notice to Owens Corning by the trustee or the holders of at least 25% in aggregate principal amount of the notes of such series then outstanding voting as a single class;

(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Owens Corning or any of its Subsidiaries (or the payment of which is guaranteed by Owens Corning or any of its Subsidiaries), whether such Indebtedness now exists, or is created after the date of the indenture, if that default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $75.0 million or more;

(5) except as permitted by the indenture, any 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 Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Guarantee; and

(6) certain events of bankruptcy or insolvency described in the indenture with respect to Owens Corning or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to Owens Corning, any Subsidiary of Owens Corning that is a Significant Subsidiary or any group of Subsidiaries of Owens Corning that, taken together, would constitute a Significant Subsidiary, all outstanding notes of each series will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes of a particular series may declare all the notes of such series to be due and payable immediately.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes of a particular series may direct the trustee in its exercise of any trust or power with respect to that series. The trustee may withhold from holders of the notes of any series notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium or Liquidated Damages, on such notes, if any.

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Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture with respect to any series of notes at the request or direction of any holders of such series of notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Liquidated Damages, if any, when due, no holder of a note of a particular series may pursue any remedy with respect to the indenture or such series of notes unless:

(1) such holder has previously given the trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding notes of such series have requested the trustee to pursue the remedy;

(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the then outstanding notes of such series have not given the trustee a direction inconsistent with such request within such 60-day period.

The holders of a majority in aggregate principal amount of the then outstanding notes of a particular series by notice to the trustee may, on behalf of the holders of all of the notes of such series, 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 or Liquidated Damages, if any, on, or the principal of, the notes of such series.

Owens Corning is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, Owens Corning is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Owens Corning or any Guarantor, as such, will have any liability for any obligations of Owens Corning or the Guarantors under the notes, the Subsidiary Guarantees, the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

Owens Corning may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have all of its obligations discharged with respect to the outstanding notes of any series and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees for such series of notes (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding notes of such series to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such notes when such payments are due from the trust referred to below;

(2) the obligations of Owens Corning with respect to the notes of such series concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

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(3) the rights, powers, trusts, duties and immunities of the trustee, and the obligations of Owens Corning and each of the Guarantors in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the indenture.

In addition, Owens Corning may, at its option and at any time, elect to have the obligations of Owens Corning and each of the Guarantors released with respect to certain covenants that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default and Remedies” will no longer constitute an Event of Default.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to any series of notes:

(1) Owens Corning must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes of such series, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on, the outstanding notes of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Owens Corning must specify whether the notes of such series are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, Owens Corning must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Owens Corning has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, Owens Corning must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Owens Corning or any Guarantor is a party or by which Owens Corning or any Guarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which Owens Corning or any of its Subsidiaries is a party or by which Owens Corning or any of its Subsidiaries is bound;

(6) Owens Corning must deliver to the trustee an Officers’ Certificate stating that the deposit was not made by Owens Corning with the intent of preferring the holders of notes of such series over the other creditors of Owens Corning with the intent of defeating, hindering, delaying or defrauding any creditors of Owens Corning or others; and

(7) Owens Corning must deliver to the trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the indenture, the notes of any series or the Subsidiary Guarantees for the notes of any series may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes of such series (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes of such series), and any existing Default or Event of Default or compliance with any provision of the indenture, the notes or the Subsidiary Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes) of each such series affected thereby.

Without the consent of each holder of any series of notes affected, an amendment, supplement or waiver may not (with respect to any notes of such series held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes;

(3) reduce the rate of or change the time for payment of interest, including default interest, on any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on, the notes;

(7) waive a redemption payment with respect to any note;

(8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or

(9) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of notes, Owens Corning, the Guarantors and the trustee may amend or supplement the indenture, the notes or the Subsidiary Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of Owens Corning’s or a Guarantors’ obligations to holders of notes and Subsidiary Guarantees in the case of a merger or consolidation or sale of all or substantially all of Owens Corning’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the holders of notes of a particular series or that does not adversely affect the legal rights under the indenture of any such holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

(6) to conform the text of the indenture, the Subsidiary Guarantees, or the notes to any provision of this Description of Exchange Notes to the extent that such provision in this Description of Exchange Notes was intended to be a verbatim recitation of a provision of the indenture, the Subsidiary Guarantees or the notes;

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(7) to provide for the issuance of additional notes of a particular series in accordance with the limitations set forth in the indenture as of the date of the indenture; or

(8) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes of a particular series.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to any series of notes issued thereunder, when:

(1) either:

(a) all notes of such series that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes of such series for whose payment money has been deposited in trust and thereafter repaid to Owens Corning, have been delivered to the trustee for cancellation; or

(b) all notes of such series that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Owens Corning or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes of such series not delivered to the trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Owens Corning or any Guarantor is a party or by which Owens Corning or any Guarantor is bound;

(3) Owens Corning or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

(4) Owens Corning has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

In addition, Owens Corning must deliver an Officers’ Certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of Owens Corning or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

The holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture without charge by writing to Owens Corning, One Owens Corning Parkway, Toledo, Ohio 43659, Attention: Corporate Secretary.

Book-Entry, Delivery and Form

Except as set forth below, the exchange notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000.

Exchange notes will be represented by one or more notes for each series in registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form (“Certificated Notes”) except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of exchange notes in certificated form. In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. Owens Corning takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised Owens Corning that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers of the old notes), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised Owens Corning that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the initial purchasers of the old notes with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

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Investors in Global Notes who are Participants may hold their interests therein directly through DTC. Investors in Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have exchange notes registered in their names, will not receive physical delivery of exchange notes in certificated form and will not be considered the registered owners or “holders” thereof under the indenture for any purpose.

Payments in respect of the principal of, and interest and premium, and Liquidated Damages, if applicable, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, Owens Corning and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither Owens Corning, the trustee nor any agent of Owens Corning or the trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised Owens Corning that its current practice, upon receipt of any payment in respect of securities such as the exchange notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of exchange notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or Owens Corning. Neither Owens Corning nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the exchange notes, and Owens Corning and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements,

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deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised Owens Corning that it will take any action permitted to be taken by a holder of exchange notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default with respect to the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of Owens Corning, the trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes of the applicable series if:

(1) DTC (a) notifies Owens Corning that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, Owens Corning fails to appoint a successor depositary;

(2) Owens Corning, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the notes of such series.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes of the applicable series upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Notes

Certificated Notes may be exchanged for beneficial interests in any Global Note at any time.

Same Day Settlement and Payment

Owens Corning will make payments in respect of the exchange notes represented by the Global Notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. Owens Corning will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The exchange notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such exchange notes will, therefore, be required by DTC to be settled in immediately available funds. Owens Corning expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

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Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a Business Day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised Owens Corning that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the Business Day for Euroclear or Clearstream following DTC’s settlement date.

Certain Definitions

“Asbestos Trust” means the trust established in accordance with the requirements of Section 524(g) of the Bankruptcy Code pursuant to the Plan.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of the determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“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.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act for the corporation;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

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(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person;

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“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 Owens Corning 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 Owens Corning;

(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 Owens Corning, 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 Owens Corning are not Continuing Directors.

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

“Change of Control Offer” has the meaning assigned to that term in the indenture governing the notes.

“Consolidated Net Tangible Assets” means the aggregate amount of assets of Owens Corning and its Subsidiaries (less applicable reserves and other properly deductible items) after deducting therefrom (a) all current liabilities (excluding any current liabilities constituting Funded Debt by reason of being extendible or renewable), (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles and (c) minority equity interests in any Subsidiary of Owens Corning that is not a Wholly-Owned Subsidiary, all as set forth on or included in the balance sheet of Owens Corning and its Subsidiaries for its most recent completed fiscal quarter for which internal financial statements are available computed in accordance with GAAP.

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

(1) was a member of such Board of Directors on the Emergence Date;

(2) became a member of the Board of Directors by appointment of the Asbestos Trust in connection with the Restructuring Transactions; or

(3) 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.

“Credit Agreement” means the Credit Agreement executed on the date of the indenture among Owens Corning, the lending institutions party thereto and Citibank N.A., as administrative agent, and any related notes, Guarantees, collateral documents, instruments and agreements to be 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.

“Domestic Subsidiary” means, as to any Person, any Subsidiary of such Person incorporated or organized in the United States or any State or territory thereof.

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“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Emergence Date” means the date on which the Conditions to the Effective Date, as set forth in Section 12.2 of the Plan, shall have occurred (unless satisfied or waived in accordance with Section 12.3 of the Plan).

“Equity Commitment Agreement” means the Equity Commitment Agreement between OCD and J.P. Morgan Securities Inc. dated May 10, 2006.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Owens Corning (unless otherwise provided in the indenture).

“Funded Debt” means all Indebtedness, whether or not evidenced by a bond, debenture, note or similar instrument or agreement, of any Person, for the repayment of borrowed money having a maturity of more than 12 months from the date of its creation or having a maturity of less than 12 months from the date of its creation but by its terms being renewable or extendible beyond 12 months from such date at the option of such Person. For the purpose of determining “Funded Debt” of any Person, there shall be excluded any particular Indebtedness if, on or prior to the maturity thereof, there shall have been deposited with the proper depository in trust the necessary funds for the payment, redemption or satisfaction of such Indebtedness.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Government Securities” means securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate agreements, interest rate cap agreements and interest rate collar agreements or other similar agreements or arrangements;

(2) foreign exchange contracts and currency protection agreements or other similar agreements or arrangements; and

(3) any commodity futures contract, commodity option or other similar agreement or arrangement.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of bankers’ acceptances;

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(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

(2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Liquidated Damages” means all liquidated damages then owing pursuant to the Notes Registration Rights Agreement.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officers’ Certificate” means a certificate signed by two officers or by an officer and either an assistant treasurer or an assistant secretary of Owens Corning.

“Permitted Liens” means:

(1) Liens existing on the date of the indenture;

(2) Liens in favor of Owens Corning or any of its Subsidiaries;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Owens Corning or any Subsidiary of Owens Corning; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Owens Corning or the Subsidiary;

(4) Liens on property existing at the time of acquisition of the property by Owens Corning or any Subsidiary of Owens Corning, provided that such Liens were in existence prior to the contemplation of such acquisition;

(5) Liens to secure the performance of statutory or regulatory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

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(6) on and after the date of consummation of the Vetrotex Transaction, Liens on the Vetrotex Pledged Assets granted in connection with the Vetrotex Transaction which secure lease payments (and obligations to return the precious metal alloy so leased) owing by Owens Corning or any of its Subsidiaries (including, without limitation the Vetrotex Subsidiary) in connection with the ongoing businesses of the Vetrotex Subsidiary (or guarantees thereof) to direct or indirect owners of the equity interest in the Vetrotex Subsidiary and/or the owners of such precious metal alloy and other Persons providing financing to such owners in respect of such precious metal alloy (in each case other than Owens Corning and its Subsidiaries);

(7) Liens created under or contemplated by the Plan;

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; and

(9) any extension, renewal or replacement of any Lien referred to above; provided that (a) such extension, renewal or replacement Lien is limited to the same property that secured the original Lien (plus improvements and accessions to such property) and (b) the Indebtedness secured by the new Lien is not greater than the Indebtedness secured by the Lien that is extended, renewed or replaced.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Plan” means the Sixth Amended Joint Chapter 11 Plan of Reorganization (as Modified) for OCD, in the form confirmed by the United States Bankruptcy Court for the District of Delaware on September 26, 2006.

“Principal Property” means any manufacturing plant, warehouse or other similar facility or any parcel of real estate or group of contiguous parcels of real estate owned by Owens Corning or any of its Subsidiaries (whether owned on the date of the indenture or thereafter acquired) that has a gross book value on the date as of which the determination is being made, without deduction of any depreciation reserves, exceeding 1% of Consolidated Net Tangible Assets.

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

“Ratings Downgrade” means when, at the time of a Change of Control, the notes of a particular series 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 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 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 notes is under publicly announced consideration for possible

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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 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) 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 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 notes of such series;

(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 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 notes of such series; 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 notes of such series;

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 Owens Corning that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control.

“Restructuring Transactions” means the various transactions set forth in Schedule XX of the Plan.

“Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by Owens Corning or any Subsidiary of Owens Corning of any Principal Property which has been or is to be sold or transferred by Owens Corning or any such Subsidiary to such Person with the intention of taking back a lease of such property, except for temporary leases for a term (including renewals at the option of the lessee) of not more than three years and except for leases between Owens Corning and a Subsidiary or between Subsidiaries of Owens Corning.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.

“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

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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).

“Subsidiary Guarantee” means the Guarantee by each Guarantor of the Owens Corning’s obligations under the indenture and the notes of any series, executed pursuant to the provisions of the indenture.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to the date of maturity of the notes of the series, the redemption of which the Treasury Rate is being determined; provided, however, that if the period from the redemption date to the date of maturity of the notes of such series is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Vetrotex Pledged Assets” shall mean precious metal alloy used in the ongoing business operations of the Vetrotex Subsidiary.

“Vetrotex Subsidiary” shall mean a Subsidiary of Owens Corning, the minority interests of which are owned by Saint-Gobain, which, pursuant to the Vetrotex Transaction, owns or acquires the reinforcement business of Owens Corning and its Subsidiaries.

“Vetrotex Transaction” shall mean, collectively, the transactions to form a joint venture combining the reinforcements and composites businesses of Owens Corning and Saint-Gobain into the Vetrotex Subsidiary.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Wholly-Owned Subsidiary” means, as to any Person, (i) any corporation 100% of whose capital stock (other than director’s qualifying shares and/or other nominal amounts of shares required by applicable law to be held by Persons other than such Person) is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such time.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material U.S. federal income tax consequences of (i) the exchange of old notes for exchange notes pursuant to this exchange offer and (ii) the acquisition, ownership, and disposition of the exchange notes to beneficial owners of the exchange notes. This discussion is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the Code, the U.S. Treasury regulations promulgated thereunder, administrative pronouncements and judicial decisions, all as of the date hereof and all of which are subject to change, possibly on a retroactive basis.

This discussion applies only to beneficial owners that hold the notes as “capital assets” within the meaning of section 1221 of the Code. This discussion does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or the U.S. federal income tax consequences applicable to special classes of taxpayers, such as banks and other financial institutions, insurance companies, real estate investment trusts, regulated investment companies, tax-exempt organizations, partnerships (or entities properly classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting, persons liable for U.S. federal alternative minimum tax, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, former citizens or residents of the United States, and persons holding notes as part of a hedging or conversion transaction or a straddle. The discussion does not address any foreign, state, local or non-income tax consequences of the acquisition, ownership, and disposition of the notes to beneficial owners of the notes.

We use the term U.S. Holder to refer to a beneficial owner of a note who or that is for U.S. federal income tax purposes:

• a citizen or individual resident of the United States,

• a corporation (or other entity properly classified as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any State within the United States, or the District of Columbia,

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or

• a trust, if (i) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of the trust, or (ii) in the case of a trust that was treated as a domestic trust under the laws in effect before 1997, a valid election is in place under applicable Treasury regulations to treat such trust as a domestic trust.

We use the term Non-U.S. Holder to refer to any beneficial owner of a note who or that is not a U.S. Holder and is not a partnership or other entity properly classified as a partnership for U.S. federal income tax purposes. For the purposes of this exchange offer, we refer to the U.S. Holders and Non-U.S. Holders collectively as Holders.

If a partnership or other entity properly classified as a partnership for U.S. federal income tax purposes is a beneficial owner of a note, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Such entities and partners of such entities should consult their own tax advisors about the U.S. federal income and other tax consequences of (i) the exchange of old notes for exchange notes pursuant to this exchange offer and (ii) the acquisition, ownership, and disposition of the exchange notes.

This discussion is for general purposes only. Holders should consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations and the consequences under federal estate or gift tax laws, as well as foreign, state, or local laws and tax treaties, and the possible effects of changes in tax laws.

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Exchange of Old Notes for Exchange Notes

The exchange of old notes for exchange notes pursuant to this exchange offer will not be treated as an “exchange” for U.S. federal income tax purposes because the exchange notes will not be considered to differ materially in kind or extent from the old notes. Accordingly, the exchange of old notes for exchange notes will not be a taxable event for Holders for U.S. federal income tax purposes. As a result, (1) a Holder will not recognize taxable gain or loss as a result of exchanging such Holder’s old notes for exchange notes; (2) the holding period of the exchange notes will include the holding period of the old notes exchanged therefor; and (3) the adjusted issue price and adjusted tax basis of the exchange notes will be the same as the adjusted issue price and adjusted tax basis of the old notes exchanged therefor immediately before the exchange.

U.S. Federal Income Taxation of U.S. Holders

Payments of Interest

The issue price of the old notes was equal to the stated principal amount of such notes. Therefore, the old notes were not treated as having been issued with “original issue discount” or “OID” for U.S. federal income tax purposes. Accordingly, interest on exchange notes beneficially owned by a U.S. Holder generally will be taxable as ordinary interest income at the time payments are accrued or are received in accordance with the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes.

Amortizable Bond Premium

If a U.S. Holder acquires a note in a secondary market transaction for an amount in excess of its principal amount, such U.S. Holder generally will be considered to have purchased such note with “amortizable bond premium” equal in amount to such excess. Generally, a U.S. Holder may elect to amortize such premium as an offset to interest income, using a constant yield method. The premium amortization is calculated assuming that we will exercise redemption rights in a manner that maximizes the U.S. Holder’s yield. If the U.S. Holder elects to amortize bond premium, such U.S. Holder must reduce his tax basis in the note by the amount of the premium used to offset interest income as set forth above. An election to amortize bond premium applies to all taxable debt obligations held during or after the taxable year for which the election is made and may be revoked only with the consent of the Internal Revenue Service, which we refer to as the IRS.

Market Discount

If a U.S. Holder acquires a note in a secondary market transaction for an amount that is less than its principal amount, the amount of such difference is generally treated as “market discount” for U.S. federal income tax purposes to such U.S. Holder, unless such difference is considered to be de minimis as described in section 1278(a)(2)(C) of the Code. Under the market discount rules of the Code, a U.S. Holder is required to treat any principal payment on, or any gain on the sale, exchange or redemption or other taxable disposition of, a note as ordinary income to the extent of the accrued market discount that has not previously been included in income. In general, the amount of market discount that has accrued is determined on a ratable basis although in certain circumstances an election may be made to accrue market discount on a constant interest basis. A U.S. Holder may not be allowed to deduct immediately a portion of the interest expense on any indebtedness incurred or continued to purchase or to carry notes with market discount. A U.S. Holder may elect to include market discount in income currently as it accrues, in which case the interest deferral rule set forth in the preceding sentence will not apply. Such an election will apply to all debt instruments acquired on or after the first day of the taxable year to which such election applies and is irrevocable without the consent of the IRS. The tax basis in a note will be increased by the amount of market discount included in income as a result of such election. U.S. Holders are urged to consult their tax advisors regarding the tax consequences of the acquisition, ownership, and disposition of notes with market discount.

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Sale, Exchange or Redemption of the Notes

Upon the sale, exchange, redemption or other taxable disposition of the notes, a U.S. Holder generally will recognize gain or loss equal to the difference, if any, between (i) the amount realized upon the sale, exchange, redemption or other taxable disposition of the notes, other than amounts attributable to accrued and unpaid interest (which will be taxed as ordinary interest income to the extent such interest has not been previously included in income), and (ii) the U.S. Holder’s adjusted tax basis in the notes. Any amount attributable to accrued market discount that has not previously been included in income will be taxed in the manner described above under “—Market Discount.” The amount realized by a U.S. Holder is the sum of cash plus the fair market value of all other property received on such sale, exchange, redemption or other taxable disposition. A U.S. Holder’s adjusted tax basis in the notes generally will be its cost for the notes (subject to the adjustments described above under “—Amortizable Bond Premium” and—Market Discount,” if applicable).

Except as described above under “—Market Discount,” the gain or loss a U.S. Holder recognizes on the sale, exchange, redemption or other taxable disposition of the notes generally will be capital gain or loss. Such gain or loss generally will be long-term capital gain or loss if a U.S. Holder has held the notes for a consecutive combined period of more than 12 months. For individuals, long-term capital gains are generally taxed at a lower rate than ordinary income. The deductibility of capital losses is subject to limitations. A U.S. Holder should consult its own tax advisor regarding the deductibility of capital losses in its particular circumstances.

Backup Withholding and Information Reporting

In general, a U.S. Holder that is not an exempt recipient will be subject to U.S. federal backup withholding tax at the applicable rate (currently 28%) with respect to payments on the notes and the proceeds of a sale, exchange, redemption or other taxable disposition of the notes, unless the U.S. Holder provides its taxpayer identification number to the paying agent and certifies, under penalty of perjury, that it is not subject to backup withholding on an IRS Form W-9 and otherwise complies with the applicable requirements of the backup withholding rules. In addition, such payments to, and the proceeds of a sale or other taxable disposition by, a U.S. Holder that is not an exempt recipient generally will be subject to information reporting requirements. The amount of any backup withholding from a payment to a U.S. Holder may be allowed as a credit against such U.S. Holder’s U.S. federal income tax liability and may entitle such U.S. Holder to a refund, provided the required information is furnished to the IRS in a timely manner.

U.S. Federal Income Taxation of Non-U.S. Holders

Payments of Interest

Subject to the discussion below under “—Backup Withholding and Information Reporting,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on interest paid on the notes so long as that interest is not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (or, if a treaty applies, is not attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States) and:

• the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all of our stock entitled to vote;

• the Non-U.S. Holder is not a “controlled foreign corporation” that is related to us, actually or by attribution, through stock ownership;

• the Non-U.S. Holder is not a bank receiving the interest pursuant to a loan agreement entered into in the ordinary course of the Non-U.S. Holder’s trade or business; and

• (i) the Non-U.S. Holder certifies under penalties of perjury on Form W-8BEN or a suitable substitute form that it is not a United States person (as defined in the Code), and provides its name and address,

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and U.S. taxpayer identification number, if any, (ii) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the notes on behalf of the Non-U.S. Holder certifies under penalties of perjury that the certification referred to in clause (i) has been received from the Non-U.S. Holder and furnishes to us a copy thereof, or (iii) the Non-U.S. Holder provides the certification referred to in clause (i) to a “qualified intermediary” or a “withholding foreign partnership,” and certain other conditions are met.

A Non-U.S. Holder that does not qualify for exemption from withholding as described above generally will be subject to withholding of U.S. federal income tax at a rate of 30% on payments of interest on the notes. A Non-U.S. Holder may be entitled to the benefits of an income tax treaty under which interest on the notes is subject to a reduced rate of withholding tax or is exempt from U.S. withholding tax, provided the Non-U.S. Holder furnishes us with a properly executed Form W-8BEN claiming the reduction or exemption and the Non-U.S. Holder complies with any other applicable procedures.

Special rules regarding exemption from, or reduced rates of, U.S. withholding tax may apply in the case of notes held by partnerships or certain types of trusts. Partnerships and trusts that are prospective purchasers should consult their tax advisors regarding special rules that may be applicable in their particular circumstances.

Sale, Exchange or Redemption of the Notes

Generally, any gain recognized by a Non-U.S. Holder on the sale, exchange, redemption or other taxable disposition of a note (other than amounts attributable to accrued and unpaid interest which will be treated as described under “—Payments of Interest” above) will be exempt from U.S. federal income and withholding tax, unless:

• the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (or, if a treaty applies, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States); or

• the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year, and certain other conditions are met.

Effectively Connected Income

If interest, gain or other income recognized by a Non-U.S. Holder on a note is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (or, if a treaty applies, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States), the Non-U.S. Holder will be exempt from the withholding tax previously discussed if the Non-U.S. Holder provides us with a properly completed and executed Form W-8ECI, but the Non-U.S. Holder generally will be subject to U.S. federal income tax on such interest, gain or other income at regular U.S. federal income tax rates. In addition to regular U.S. federal income tax, if the Non-U.S. Holder is a corporation, it may be subject to an additional branch profits tax.

Backup Withholding and Information Reporting

We must report annually to the IRS and to a Non-U.S. Holder the amount of interest paid to the Non-U.S. Holder and the tax withheld from those payments. These reporting requirements apply regardless of whether U.S. withholding tax on such payments was reduced or eliminated by any applicable tax treaty or otherwise. Copies of the information returns reporting those payments and withholding may also be made available to the tax authorities in the country in which a Non-U.S. Holder is a resident under the provisions of an applicable income tax treaty or agreement.

Under some circumstances, U.S. Treasury regulations require backup withholding and additional information reporting on payments of interest and other “reportable payments.” Such backup withholding and

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additional information reporting will not apply to payments on the notes made by us or our paying agent to a Non-U.S. Holder if the certification described above under “—Payments of Interest” is received from the Non-U.S. Holder.

Backup withholding and information reporting generally will not apply to payments of proceeds from the sale or other disposition of a note made to a Non-U.S. Holder by or through the foreign office of a broker. However, information reporting requirements, and possibly backup withholding, will apply if such broker is, for U.S. federal income tax purposes, a United States person (as defined in the Code) or has certain other enumerated connections with the United States, unless such broker has documentary evidence in its records that the Non-U.S. Holder is not a United States person (as defined in the Code) and certain other conditions are met, or the Non-U.S. Holder otherwise establishes an exemption. Payments of proceeds from the sale or other disposition of a note made to a Non-U.S. Holder by or through the U.S. office of a broker are subject to information reporting and backup withholding at the applicable rate unless the Non-U.S. Holder certifies, under penalties of perjury, that it is not a United States person (as defined in the Code) and it satisfies certain other conditions or otherwise establishes an exemption. Backup withholding is not an additional tax. A Non-U.S. Holder may obtain a refund or credit against its U.S. federal income tax liability of any amounts withheld under the backup withholding rules, provided the required information is furnished to the IRS in a timely matter.

Non-U.S. Holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemption therefrom, and the procedures for obtaining such an exemption, if available.

The U.S. federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a Holder’s particular situation. You should consult your own tax advisors with respect to the tax consequences to you of (i) the exchange of old notes for exchange notes pursuant to this exchange offer and (ii) the acquisition, ownership and disposition of the exchange notes, including the tax consequences under state, local, estate, foreign and other tax laws and tax treaties and the possible effects of changes in U.S. or other tax laws.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of our notes by employee benefit plans that are subject to the fiduciary responsibility provisions of Title I of Employee Retirement Income Security Act of 1974, as amended, which we refer to as ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of Section 406 of ERISA or Section 4975 of the Code, which we refer to collectively as the Similar Laws, and entities whose underlying assets are considered to include “plan assets” of such plans, accounts and arrangements, we refer to each such plan as a Benefit Plan.

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, which we refer to as an ERISA Plan, and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in our notes of a portion of the assets of any Benefit Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Benefit Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Benefit Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a nonexempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a nonexempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of our notes by an ERISA Plan with respect to which we or the initial purchasers or any of our respective affiliates are considered a party in interest or disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the United States Department of Labor has issued prohibited transaction class exemptions, which we refer to as PTCEs, that may apply to the acquisition and holding of our notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1, respecting insurance company pooled separate accounts, PTCE 91-38, respecting bank collective investment funds, PTCE 95-60, respecting life insurance company general accounts and PTCE 96-23, respecting transactions determined by in-house asset managers, although there can be no assurance that all of the conditions of any such exemptions will be satisfied. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide a statutory prohibited transaction exemption for some transactions between Benefit Plans and non-fiduciary service providers who are parties in interest if specified conditions are satisfied. Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by such exemptions may not necessarily cover all acts that might be construed as prohibited transactions under Section 406 of ERISA or Section 4975 of the Code.

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Moreover, the purchase of our notes using the assets of a Benefit Plan for which we, the initial purchaser or any of our respective affiliates has investment authority, or is the plan sponsor, might be deemed to be a violation of the prohibited transaction rules of ERISA and/or Section 4975 of the Code for which no exemption may be available. Accordingly, our notes may not be purchased using the assets of any Benefit Plan if we, the initial purchaser or any of our respective affiliates (i) has investment authority with respect to the assets of such Benefit Plan or (ii) is the sponsor of such Benefit Plan.

Because of the foregoing, our notes should not be purchased or held by any person investing in “plan assets” of any Benefit Plan, unless such purchase and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, prior to making an investment in the notes, prospective Plan and other employee benefit plan investors should consult with their legal advisors concerning the impact of ERISA, the Code and applicable Similar Laws and the potential consequences of such an investment with respect to their specific circumstances, including whether any prohibited transactions under ERISA or the Code or a violation of any Similar Laws may result from such an investment and whether any exemption would be applicable, and determine on their own whether all conditions of any prohibited transaction exemption or exemptions have been satisfied such that the acquisition, holding and disposition of the notes by such investor are entitled to full exemptive relief thereunder.

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PLAN OF DISTRIBUTION

Based on existing interpretations of the Securities Act by the SEC staff set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that exchange notes issued under this exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by the holders thereof (other than holders who are broker-dealers) without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any purchaser of notes who is an affiliate of ours or who intends to participate in the exchange offer for the purpose of distributing the exchange notes, or any broker-dealer who purchased the notes from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act, (i) will not be able to rely on the interpretations of the SEC staff set forth in the above-mentioned no-action letters, (ii) will not be entitled to tender its old notes in the exchange offer, and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the old notes unless such sale or transfer is made pursuant to an exemption from such requirements.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. The Company and the Guarantors have agreed that, starting on the expiration date and ending on the close of business 90 days after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                     ,             , all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

The Company and the Guarantors will not receive any proceeds from any sale of exchange notes by brokers-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the expiration date, the Company and the Guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantors have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holder of the old notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

Certain legal matters in connection with the exchange notes will be passed upon for us by Sidley Austin LLP, Chicago, Illinois. Certain legal matters as to the guarantee given by Soltech, Inc. will be passed upon by Stites & Harbison, PLLC, Lexington, Kentucky and certain legal matters as to the guarantee given by CDC Corporation will be passed upon by Reinhart Boerner Van Deuren s.c., Milwaukee, Wisconsin.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Current Report on Form 8-K dated April 13, 2007 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the Securities Act to register the exchange notes to be issued in exchange for the old notes. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to us and the exchange notes, please see the registration statement and the exhibits and schedules filed with the registration statement as well as the documents and exhibits incorporated by reference into this prospectus. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules filed with the registration statement may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

We are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information are available for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at www.owenscorning.com. You may access our and OCD’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The reference to our web address does not constitute incorporation by reference of the information contained at such site.

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INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference the documents listed below, other than any portions of the respective filings that were furnished (pursuant to Item 2.02 or Item 7.01 of current reports on Form 8-K or other applicable SEC rules) rather than filed:

• our annual report on Form 10-K for the year ended December 31, 2006, filed on March 14, 2007;

• our current reports on Form 8-K filed on January 10, 2007, February 21, 2007, February 28, 2007 and April 13, 2007;

All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and until our offering is completed, or after the date of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, will be deemed to be incorporated by reference into this prospectus and will be a part of this prospectus from the date of the filing of the document. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this prospectus, except as modified or superseded.

We will provide to each person, including any beneficial owner to whom a prospectus is delivered, a copy of these filings, other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral request and at no cost. Requests should be made by writing or telephoning us at the following address:

Owens Corning

One Owens Corning Parkway

Toledo, Ohio 43659

Attention: Corporate Secretary

To obtain timely delivery of documents incorporated by reference in this prospectus, you must request such documents no later than five business days prior to the expiration date of the exchange offer.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The following is a summary of the statutes, charter and bylaw provisions or other arrangements under which the Registrants’ directors and officers are insured or indemnified against liability in their capacities as such. As the Registrants are constituted in varying jurisdictions, there are a number applicable statutes.

Registrants Incorporated Under Delaware Law

Owens Corning, Engineered Pipe Systems, Inc., Eric Company, Exterior Systems, Inc., Falcon Foam Corporation, IPM Inc., Jefferson Holdings, Inc., Norandex Distribution, Inc., OCCV1, Inc., Owens-Corning Funding Corporation, Owens Corning HOMExperts, Inc., Owens Corning HT, Inc., Owens Corning Overseas Holding, Inc., and Palmetto Products, Inc. are each incorporated under the laws of the state of Delaware. Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of such corporation, by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. Section 145 of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against him and incurred by him in any indemnified capacity, or arising out of his status as such, regardless of whether the corporation would otherwise have the power to indemnify him under the DGCL.

Article X of Owens Corning’s amended and restated certificate of incorporation eliminates the personal liability of Owens Corning’s directors to the fullest extent permitted by the DGCL. Such section eliminates or limits the personal liability of a director to Owens Corning or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to Owens Corning or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

Article IX of Owens Corning’s amended and restated bylaws provides that Owens Corning shall indemnify any and all persons who may serve or who have served at any time as a director or officer of Owens Corning or is or was serving at the request of Owens Corning as a director, manager, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, and any directors or officers of Owens Corning who at the request of Owens Corning may serve or at any time have served as agents or fiduciaries of an employee benefit plan of Owens Corning or any of its subsidiaries, from and against any and all of the expenses, liabilities or other matters referred to in or covered by law, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, manager, officer, employee or agent, to the fullest extent authorized or permitted by the DGCL. Owens Corning may also indemnify any and all other persons whom it shall have power to indemnify under any applicable law, to the fullest extent authorized or permitted by such law.

In addition to the provisions of the amended and restated articles of incorporation and amended and restated bylaws, Owens Corning has entered into indemnification agreements with all of its directors, to indemnify the directors to the fullest extent permitted by the amended and restated bylaws.

The bylaws and/or certificates of incorporation of Engineered Pipe Systems, Inc., Eric Company, Exterior Systems, Inc., Falcon Foam Corporation, IPM Inc., Jefferson Holdings, Inc., Norandex Distribution, Inc., OCCV1, Inc., Owens-Corning Funding Corporation, Owens Corning HOMExperts, Inc., Owens Corning HT, Inc., Owens Corning Overseas Holding, Inc., and Palmetto Products, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the laws of Delaware.

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Registrants Incorporated Under the Delaware Limited Liability Company Act

INTEGREX Ventures LLC, Modulo USA LLC, OCCV2, LLC, OCCV3, LLC, OCCV4, LLC, Owens Corning Composite Materials, LLC, Owens Corning Construction Services, LLC, Owens Corning Cultured Stone, LLC, Owens Corning Fabwel, LLC, Owens-Corning Fiberglas Technology II, LLC, Owens Corning Foam Insulation, LLC, Owens Corning Franchising, LLC, Owens Corning Insulating Systems, LLC, Owens Corning Roofing and Asphalt, LLC, Owens Corning Sales, LLC, Owens Corning Science and Technology, LLC, and Owens Corning U.S. Holdings, LLC are each a limited liability company formed under the laws of the state of Delaware. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to any standards and restrictions, if any, set forth in a company’s limited liability company agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Modulo USA LLC, Owens Corning Composite Materials, LLC, Owens Corning Construction Services, LLC, Owens Corning Cultured Stone, LLC, Owens Corning Fabwel, LLC, Owens-Corning Fiberglas Technology II, LLC, Owens Corning Foam Insulation, LLC, Owens Corning Franchising, LLC, Owens Corning Insulating Systems, LLC, Owens Corning Roofing and Asphalt, LLC, Owens Corning Sales, LLC, Owens Corning Science and Technology, LLC, and Owens Corning U.S. Holdings, LLC each have operating agreements which provide that the company will indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company), by reason of the fact that he, she or it is or was serving at the request of the company as a director, officer, and manager for any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful.

OCCV2, LLC, OCCV3, LLC, and OCCV4, LLC each have limited liability agreements which provide that, to the full extent permitted by applicable law, officers of the company shall be entitled to indemnification from the company for any loss, damage or claim incurred by such officer by reason of any act or omission performed or omitted by such officer in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such officer, except for any loss, damage or claim incurred by such officer by reason of gross negligence or willful misconduct with respect to such acts or omissions.

Registrants Incorporated Under Illinois Law

Owens-Corning Fiberglas Technology Inc. is incorporated under the laws of the state of Illinois. Section 8.75 of the Illinois Business Corporation Act provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. An Illinois corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense

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of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

The bylaws of Owens-Corning Fiberglas Technology Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the laws of Illinois.

Registrants Incorporated Under Kentucky Law

Soltech, Inc. is incorporated under the laws of the state of Kentucky. Section 271B.8-510 of the Kentucky Business Corporation Act permits a corporation to indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: (1) (a) he conducted himself in good faith; (b) he reasonably believed (i) in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation; and (ii) in all other cases, that his conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

The amended and restated articles of incorporation of Soltech, Inc. provide for the indemnification of directors to the fullest extent permitted by the laws of Kentucky.

Registrants Incorporated Under Wisconsin Law

CDC Corporation is incorporated under the laws of the state of Wisconsin. Under Section 180.0851 of the Wisconsin Business Corporation Law, a corporation shall indemnify a director or officer, to the extent such person is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding, if such person was a party to such proceeding because he or she was a director or officer of the corporation. In all other cases, the corporation shall indemnify a director or officer against liability incurred in a proceeding to which such person was a party because he or she was a director or officer of the corporation, unless liability was incurred because he or she breached or failed to perform a duty owed to the Registrant and such breach or failure to perform constitutes: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful misconduct. Section 180.0858 of the Wisconsin Business Corporation Law provides that subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under the corporation’s articles of incorporation or bylaws.

Section 180.0859 of the Wisconsin Business Corporation Law provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance to the extent required or permitted under Sections 180.0850 to 180.0858 of the Wisconsin Business Corporation Law for any liability incurred in connection with a proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities.

CDC Corporation’s bylaws provide for indemnification for any director or officer to the fullest extent permitted by the laws of Wisconsin.

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Item 21. Exhibits and Financial Statement Schedules.

Exhibit Number	Description
2.1	Sixth Amended Joint Plan of Reorganization for Owens Corning and Its Affiliated Debtors and Debtors-in-Possession (as Modified) (incorporated by reference to Exhibit 2.1 of Owens Corning Sales, LLC’s current report on Form 8-K (File No. 1-3660), filed September 29, 2006).
2.2	Bankruptcy Court Order Confirming the Sixth Amended Joint Plan of Reorganization (as Modified) (incorporated by reference to Exhibit 99.1 of Owens Corning Sales, LLC’s current report on Form 8-K (File No. 1-3660), filed September 29, 2006).
2.3	Bankruptcy Court Findings of Fact and Conclusions of Law Regarding Confirmation of the Sixth Amended Joint Plan of Reorganization (as Modified) (incorporated by reference to Exhibit 99.2 of Owens Corning Sales, LLC’s current report on Form 8-K (File No. 1-3660), filed September 29, 2006).
2.4	District Court Order Affirming the Bankruptcy Court’s Order Confirming the Sixth Amended Joint Plan of Reorganization (as Modified) and Findings of Fact and Conclusions of Law Regarding Confirmation of the Sixth Amended Joint Plan of Reorganization (as Modified) (incorporated by reference to Exhibit 99.3 of Owens Corning Sales, LLC’s current report on Form 8-K (File No. 1-3660), filed September 29, 2006).
3.1	Articles of Incorporation for CDC Corporation
3.2	Bylaws for CDC Corporation
3.3	Certificate of Incorporation for Engineered Pipe Systems, Inc.
3.4	Bylaws for Engineered Pipe Systems, Inc.
3.5	Certificate of Incorporation for Eric Company
3.6	Bylaws for Eric Company
3.7	Certificate of Incorporation for Exterior Systems, Inc.
3.8	Amended Bylaws for Exterior Systems, Inc.
3.9	Amended Certificate of Incorporation for Falcon Foam Corporation
3.10	Bylaws for Falcon Foam Corporation
3.11	Certificate of Formation for INTEGREX Ventures LLC
3.12	Operating Agreement for INTEGREX Ventures LLC
3.13	Certificate of Incorporation for IPM Inc.
3.14	Amended Bylaws for IPM Inc.
3.15	Certificate of Incorporation for Jefferson Holdings, Inc.
3.16	Bylaws for Jefferson Holdings, Inc.
3.17	Certificate of Formation for Modulo USA LLC
3.18	Operating Agreement for Modulo USA LLC
3.19	Certificate of Incorporation for Norandex Distribution, Inc.
3.20	Bylaws for Norandex Distribution, Inc.
3.21	Certificate of Incorporation for OCCV1, Inc.
3.22	Bylaws for OCCV1, Inc.
3.23	Certificate of Formation for OCCV2, LLC

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Exhibit Number	Description
3.24	Limited Liability Company Agreement for OCCV2, LLC
3.25	Certificate of Formation for OCCV3, LLC
3.26	Limited Liability Company Agreement for OCCV3, LLC
3.27	Certificate of Formation for OCCV4, LLC
3.28	Limited Liability Company Agreement for OCCV4, LLC
3.29	Certificate of Formation for Owens Corning Composite Materials, LLC
3.30	Operating Agreement for Owens Corning Composite Materials, LLC
3.31	Certificate of Formation for Owens Corning Construction Services, LLC
3.32	Operating Agreement for Owens Corning Construction Services, LLC
3.33	Certificate of Formation for Owens Corning Cultured Stone, LLC
3.34	Operating Agreement for Owens Corning Cultured Stone, LLC
3.35	Certificate of Formation for Owens Corning Fabwel, LLC
3.36	Operating Agreement for Owens Corning Fabwel, LLC
3.37	Articles of Incorporation for Owens-Corning Fiberglas Technology Inc.
3.38	Amended Bylaws for Owens-Corning Fiberglas Technology Inc.
3.39	Amended Certificate of Formation for Owens-Corning Fiberglas Technology II, LLC
3.40	Operating Agreement for Owens-Corning Fiberglas Technology II, LLC
3.41	Certificate of Formation for Owens Corning Foam Insulation, LLC
3.42	Operating Agreement for Owens Corning Foam Insulation, LLC
3.43	Certificate of Formation for Owens Corning Franchising, LLC
3.44	Operating Agreement for Owens Corning Franchising, LLC
3.45	Certificate of Incorporation for Owens-Corning Funding Corporation
3.46	Bylaws for Owens-Corning Funding Corporation
3.47	Certificate of Incorporation for Owens Corning HOMExperts, Inc.
3.48	Bylaws for Owens Corning HOMExperts, Inc.
3.49	Certificate of Incorporation for Owens Corning HT, Inc.
3.50	Bylaws for Owens Corning HT, Inc.
3.51	Certificate of Formation for Owens Corning Insulating Systems, LLC
3.52	Operating Agreement for Owens Corning Insulating Systems, LLC
3.53	Certificate of Incorporation for Owens Corning Overseas Holding, Inc.
3.54	Bylaws for Owens Corning Overseas Holding, Inc.
3.55	Certificate of Formation for Owens Corning Roofing and Asphalt, LLC
3.56	Operating Agreement for Owens Corning Roofing and Asphalt, LLC
3.57	Certificate of Formation for Owens Corning Sales, LLC

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Exhibit Number	Description
3.58	Operating Agreement for Owens Corning Sales, LLC
3.59	Certificate of Formation for Owens Corning Science and Technology, LLC
3.60	Operating Agreement for Owens Corning Science and Technology, LLC
3.61	Certificate of Formation for Owens Corning U.S. Holdings, LLC
3.62	Operating Agreement for Owens Corning U.S. Holdings, LLC
3.63	Amended Certificate of Incorporation for Palmetto Products, Inc.
3.64	Bylaws for Palmetto Products, Inc.
3.65	Amended and Restated Articles of Incorporation for Soltech, Inc.
3.66	Amended and Restated Bylaws for Soltech, Inc.
4.1	Indenture, dated as of October 31, 2006, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s current report on Form 8-K (File No. 1-33100), filed November 2, 2006).
4.2	First Supplemental Indenture, dated as of April 13, 2007, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s current report on Form 8-K (File No. 1-33100), filed April 13, 2007).
4.3	Form of Exchange Note (included in Exhibit 4.1).
4.4	Registration Rights Agreement, dated as of October 31, 2006, by and among Owens Corning, each of the guarantors named therein, Citigroup Global Markets Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 4.2 of Owens Corning’s current report on Form 8-K (File No. 1-33100), filed November 2, 2006).
5.1	Opinion of Sidley Austin LLP.
5.2	Opinion of Stites & Harbison, PLLC.
5.3	Opinion of Reinhart Boerner Van Deuren s.c.
12.1	Statement Regarding Computation of Earnings to Fixed Charges.
21.1	Subsidiaries of Owens Corning.
23.1	Consent of PricewaterhouseCoopers LLP.
24.1	Powers of Attorney (included on signature page of this registration statement).
25.1	Statement of eligibility of LaSalle Bank National Association, as Trustee, on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of our Client’s Letter.
99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

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Item 22. Undertakings.

Each undersigned registrant hereby undertakes

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed with or furnished to the Commission by each registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of such registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt

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means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning
By:	/s/    DAVID T. BROWN
	David T. Brown Chief Executive Officer

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Chief Executive Officer and Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Chief Financial Officer and Director	April 13, 2007
/s/    RONALD RANALLO         Ronald Ranallo	Vice President and Corporate Controller	April 13, 2007

Each person whose signature appears below on this registration statement hereby constitutes and appoints Michael H. Thaman, Owens Corning’s Chairman of the Board and Chief Financial Officer, and Stephen K. Krull, Owens Corning’s Senior Vice President, General Counsel and Secretary, and each of them, and any successor or successors to such offices held by each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his name or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement on form S-4 (including, without limitation, post-effective amendments), and any registration statement or amendment under Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

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/s/    NORMAN P. BLAKE, JR.         Norman P. Blake, Jr.	Director	April 13, 2007
/s/    GASTON CAPERTON         Gaston Caperton	Director	April 13, 2007
/s/    WILLIAM W. COLVILLE         William W. Colville	Director	April 13, 2007
/s/    RALPH F. HAKE         Ralph F. Hake	Director	April 13, 2007
/s/    F. PHILIP HANDY         F. Philip Handy	Director	April 13, 2007
/s/    LANDON HILLIARD         Landon Hilliard	Director	April 13, 2007
/s/    ANN IVERSON         Ann Iverson	Director	April 13, 2007
/s/    JAMES J. MCMONAGLE         James J. McMonagle	Director	April 13, 2007
/s/    W. HOWARD MORRIS         W. Howard Morris	Director	April 13, 2007
/s/    JOSEPH F. NEELY         Joseph F. Neely	Director	April 13, 2007
/s/    W. ANN REYNOLDS         W. Ann Reynolds	Director	April 13, 2007
/s/    ROBERT B. SMITH, JR.         Robert B. Smith, Jr.	Director	April 13, 2007
/s/    MARC SOLE         Marc Sole	Director	April 13, 2007
/s/    DANIEL K. K. TSEUNG         Daniel K. K. Tseung	Director	April 13, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, CDC Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

CDC Corporation
By:	/s/    DAN EIGEL
	Dan Eigel President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    DAVID RABUANO         David Rabuano	Director	April 13, 2007

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Engineered Pipe Systems, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Engineered Pipe Systems, Inc.
By:	/s/    RALPH A. THAN
	Ralph A. Than President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Eric Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Eric Company
By:	/s/    JOSEPH J. MIKELONIS
	Joseph J. Mikelonis President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Exterior Systems, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Exterior Systems, Inc.
By:	/s/    BRIAN D. CHAMBERS
	Brian D. Chambers President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Falcon Foam Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Falcon Foam Corporation
By:	/s/    MICHAEL H. THAMAN
	Michael H. Thaman President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, INTEGREX Ventures LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

INTEGREX Ventures LLC
By:	/s/    JOSEPH J. MIKELONIS
	Joseph J. Mikelonis President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, IPM Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

IPM Inc.
By:	/s/    MICHAEL H. THAMAN
	Michael H. Thaman President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN       Michael H. Thaman	Director	April 13, 2007

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Jefferson Holdings, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Jefferson Holdings, Inc.
By:	/s/    MICHAEL H. THAMAN
	Michael H. Thaman President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Modulo USA LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Modulo USA LLC
By:	/s/    CHARLES W. STEIN, JR.
	Charles W. Stein, Jr. President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    CHARLES W. STEIN, JR.         Charles W. Stein, Jr.	Director	April 13, 2007

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Norandex Distribution, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Norandex Distribution, Inc.
By:	/s/    BRIAN CHAMBERS
	Brian Chambers President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    BRIAN CHAMBERS         Brian Chambers	Director	April 13, 2007

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, OCCV1, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

OCCV1, Inc.
By:	/s/    MICHAEL H. THAMAN
	Michael H. Thaman President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, OCCV2, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

OCCV2, LLC
By:	/s/    MICHAEL H. THAMAN
	Michael H. Thaman President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, OCCV3, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

OCCV3, LLC
By:	/s/    MICHAEL H. THAMAN
	Michael H. Thaman President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, OCCV4, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

OCCV4, LLC
By:	/s/    MICHAEL H. THAMAN
	Michael H. Thaman President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning Composite Materials, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning Composite Materials, LLC
By:	/s/    CHARLES E. DANA
	Charles E. Dana President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    CHARLES E. DANA         Charles E. Dana	Director	April 13, 2007

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning Construction Services, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning Construction Services, LLC
By:	/s/    WILLIAM E. LEBARON
	William E. LeBaron President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    WILLIAM E. LEBARON         William E. LeBaron	Director	April 13, 2007

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning Cultured Stone, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning Cultured Stone, LLC
By:	/s/    CHARLES W. STEIN, JR.
	Charles W. Stein, Jr. President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    CHARLES W. STEIN, JR.         Charles W. Stein, Jr.	Director	April 13, 2007

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning Fabwel, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning Fabwel, LLC
By:	/s/    SCOTT FLOWERS
	Scott Flowers President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    SCOTT FLOWERS         Scott Flowers	Director	April 13, 2007

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens-Corning Fiberglas Technology Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens-Corning Fiberglas Technology Inc.
By:	/s/    INGER H. ECKERT
	Inger H. Eckert President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    FRANK C. O’BRIEN-BERNINI         Frank C. O’Brien-Bernini	Director	April 13, 2007

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens-Corning Fiberglas Technology II, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens-Corning Fiberglas Technology II, LLC
By:	/s/    INGER ECKERT
	Inger Eckert President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    FRANK C. O’BRIEN-BERNINI         Frank C. O’Brien-Bernini	Director	April 13, 2007

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning Foam Insulation, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning Foam Insulation, LLC
By:	/s/    KIM HOWARD
	Kim Howard President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    ROBERT E. DOYLE JR.         Robert E. Doyle Jr.	Director	April 13, 2007

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning Franchising, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning Franchising, LLC
By:	/s/    WILLIAM E. LEBARON
	William E. LeBaron President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JOHN W. CHRISTY         John W. Christy	Director	April 13, 2007
/s/    WILLIAM E. LEBARON         William E. LeBaron	Director	April 13, 2007

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens-Corning Funding Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens-Corning Funding Corporation
By:	/s/    JOSEPH J. MIKELONIS
	Joseph J. Mikelonis Vice President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning HOMExperts, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning HOMExperts, Inc.
By:	/s/    WILLIAM E. LEBARON
	William E. LeBaron President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    WILLIAM E. LEBARON         William E. LeBaron	Director	April 13, 2007
/s/    ALEX BARRY MEINKOVIC         Alex Barry Meinkovic	Director	April 13, 2007

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning HT, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning HT, Inc.
By:	/s/    JOSEPH J. MIKELONIS
	Joseph J. Mikelonis President and Assistant Secretary (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning Insulating Systems, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning Insulating Systems, LLC
By:	/s/    ROY D. DEAN
	Roy D. Dean President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    ROY D. DEAN         Roy D. Dean	Director	April 13, 2007

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning Overseas Holding, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning Overseas Holding, Inc.
By:	/s/    RALPH A. THAN
	Ralph A. Than President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning Roofing and Asphalt, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning Roofing and Asphalt, LLC
By:	/s/    SHEREE L. BARGABOS
	Sheree L. Bargabos President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    SHEREE L. BARGABOS         Sheree L. Bargabos	Director	April 13, 2007

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning Sales, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning Sales, LLC
By:	/s/    DAVID L. JOHNS
	David L. Johns President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    DAVID L. JOHNS         David L. Johns	Director	April 13, 2007

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning Science and Technology, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning Science and Technology, LLC
By:	/s/    FRANK C. O’BRIEN-BERNINI
	Frank C. O’Brien-Bernini President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    FRANK C. O’BRIEN-BERNINI         Frank C. O’Brien-Bernini	Director	April 13, 2007

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Owens Corning U.S. Holdings, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Owens Corning U.S. Holdings, LLC
By:	/s/    STEPHEN K. KRULL
	Stephen K. Krull President and Secretary (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID T. BROWN         David T. Brown	Director	April 13, 2007
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    STEPHEN K. KRULL         Stephen K. Krull	Director	April 13, 2007

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Palmetto Products, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Palmetto Products, Inc.
By:	/s/    JOSEPH J. MIKELONIS
	Joseph J. Mikelonis President and Assistant Secretary (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007
/s/    RALPH A. THAN         Ralph A. Than	Director	April 13, 2007
/s/    JOSEPH J. MIKELONIS         Joseph J. Mikelonis	Director	April 13, 2007

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Soltech, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on April 13, 2007.

Soltech, Inc.
By:	/s/    DAVID RABUANO
	David Rabuano President (principal executive officer, principal financial officer and principal accounting officer)

DATE: April 13, 2007

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    MICHAEL H. THAMAN         Michael H. Thaman	Director	April 13, 2007

II-43

INDEX TO EXHIBITS

Exhibit Number	Description
2.1	Sixth Amended Joint Plan of Reorganization for Owens Corning and Its Affiliated Debtors and Debtors-in-Possession (as Modified) (incorporated by reference to Exhibit 2.1 of Owens Corning Sales, LLC’s current report on Form 8-K (File No. 1-3660), filed September 29, 2006).
2.2	Bankruptcy Court Order Confirming the Sixth Amended Joint Plan of Reorganization (as Modified) (incorporated by reference to Exhibit 99.1 of Owens Corning Sales, LLC’s current report on Form 8-K (File No. 1-3660), filed September 29, 2006).
2.3	Bankruptcy Court Findings of Fact and Conclusions of Law Regarding Confirmation of the Sixth Amended Joint Plan of Reorganization (as Modified) (incorporated by reference to Exhibit 99.2 of Owens Corning Sales, LLC’s current report on Form 8-K (File No. 1-3660), filed September 29, 2006).
2.4	District Court Order Affirming the Bankruptcy Court’s Order Confirming the Sixth Amended Joint Plan of Reorganization (as Modified) and Findings of Fact and Conclusions of Law Regarding Confirmation of the Sixth Amended Joint Plan of Reorganization (as Modified) (incorporated by reference to Exhibit 99.3 of Owens Corning Sales, LLC’s current report on Form 8-K (File No. 1-3660), filed September 29, 2006).
3.1	Articles of Incorporation for CDC Corporation
3.2	Bylaws for CDC Corporation
3.3	Certificate of Incorporation for Engineered Pipe Systems, Inc.
3.4	Bylaws for Engineered Pipe Systems, Inc.
3.5	Certificate of Incorporation for Eric Company
3.6	Bylaws for Eric Company
3.7	Certificate of Incorporation for Exterior Systems, Inc.
3.8	Amended Bylaws for Exterior Systems, Inc.
3.9	Amended Certificate of Incorporation for Falcon Foam Corporation
3.10	Bylaws for Falcon Foam Corporation
3.11	Certificate of Formation for INTEGREX Ventures LLC
3.12	Operating Agreement for INTEGREX Ventures LLC
3.13	Certificate of Incorporation for IPM Inc.
3.14	Amended Bylaws for IPM Inc.
3.15	Certificate of Incorporation for Jefferson Holdings, Inc.
3.16	Bylaws for Jefferson Holdings, Inc.
3.17	Certificate of Formation for Modulo USA LLC
3.18	Operating Agreement for Modulo USA LLC
3.19	Certificate of Incorporation for Norandex Distribution, Inc.
3.20	Bylaws for Norandex Distribution, Inc.
3.21	Certificate of Incorporation for OCCV1, Inc.
3.22	Bylaws for OCCV1, Inc.
3.23	Certificate of Formation for OCCV2, LLC

Exhibit Number	Description
3.24	Limited Liability Company Agreement for OCCV2, LLC
3.25	Certificate of Formation for OCCV3, LLC
3.26	Limited Liability Company Agreement for OCCV3, LLC
3.27	Certificate of Formation for OCCV4, LLC
3.28	Limited Liability Company Agreement for OCCV4, LLC
3.29	Certificate of Formation for Owens Corning Composite Materials, LLC
3.30	Operating Agreement for Owens Corning Composite Materials, LLC
3.31	Certificate of Formation for Owens Corning Construction Services, LLC
3.32	Operating Agreement for Owens Corning Construction Services, LLC
3.33	Certificate of Formation for Owens Corning Cultured Stone, LLC
3.34	Operating Agreement for Owens Corning Cultured Stone, LLC
3.35	Certificate of Formation for Owens Corning Fabwel, LLC
3.36	Operating Agreement for Owens Corning Fabwel, LLC
3.37	Articles of Incorporation for Owens-Corning Fiberglas Technology Inc.
3.38	Amended Bylaws for Owens-Corning Fiberglas Technology Inc.
3.39	Amended Certificate of Formation for Owens-Corning Fiberglas Technology II, LLC
3.40	Operating Agreement for Owens-Corning Fiberglas Technology II, LLC
3.41	Certificate of Formation for Owens Corning Foam Insulation, LLC
3.42	Operating Agreement for Owens Corning Foam Insulation, LLC
3.43	Certificate of Formation for Owens Corning Franchising, LLC
3.44	Operating Agreement for Owens Corning Franchising, LLC
3.45	Certificate of Incorporation for Owens-Corning Funding Corporation
3.46	Bylaws for Owens-Corning Funding Corporation
3.47	Certificate of Incorporation for Owens Corning HOMExperts, Inc.
3.48	Bylaws for Owens Corning HOMExperts, Inc.
3.49	Certificate of Incorporation for Owens Corning HT, Inc.
3.50	Bylaws for Owens Corning HT, Inc.
3.51	Certificate of Formation for Owens Corning Insulating Systems, LLC
3.52	Operating Agreement for Owens Corning Insulating Systems, LLC
3.53	Certificate of Incorporation for Owens Corning Overseas Holding, Inc.
3.54	Bylaws for Owens Corning Overseas Holding, Inc.
3.55	Certificate of Formation for Owens Corning Roofing and Asphalt, LLC
3.56	Operating Agreement for Owens Corning Roofing and Asphalt, LLC
3.57	Certificate of Formation for Owens Corning Sales, LLC

Exhibit Number	Description
3.58	Operating Agreement for Owens Corning Sales, LLC
3.59	Certificate of Formation for Owens Corning Science and Technology, LLC
3.60	Operating Agreement for Owens Corning Science and Technology, LLC
3.61	Certificate of Formation for Owens Corning U.S. Holdings, LLC
3.62	Operating Agreement for Owens Corning U.S. Holdings, LLC
3.63	Amended Certificate of Incorporation for Palmetto Products, Inc.
3.64	Bylaws for Palmetto Products, Inc.
3.65	Amended and Restated Articles of Incorporation for Soltech, Inc.
3.66	Amended and Restated Bylaws for Soltech, Inc.
4.1	Indenture, dated as of October 31, 2006, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s current report on Form 8-K (File No. 1-33100), filed November 2, 2006).
4.2	First Supplemental Indenture, dated as of April 13, 2007, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s current report on Form 8-K (File No. 1-33100), filed April 13, 2007).
4.3	Form of Exchange Note (included in Exhibit 4.1).
4.4	Registration Rights Agreement, dated as of October 31, 2006, by and among Owens Corning, each of the guarantors named therein, Citigroup Global Markets Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 4.2 of Owens Corning’s current report on Form 8-K (File No. 1-33100), filed November 2, 2006).
5.1	Opinion of Sidley Austin LLP.
5.2	Opinion of Stites & Harbison, PLLC.
5.3	Opinion of Reinhart Boerner Van Deuren s.c.
12.1	Statement Regarding Computation of Earnings to Fixed Charges.
21.1	Subsidiaries of Owens Corning.
23.1	Consent of PricewaterhouseCoopers LLP.
24.1	Powers of Attorney (included on signature page of this registration statement).
25.1	Statement of eligibility of LaSalle Bank National Association, as Trustee, on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of our Client’s Letter.
99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION

OF

CDC CORPORATION

The undersigned incorporator hereby adopts the following Articles of Incorporation for the purpose of forming a corporation (the “Corporation”) under the Wisconsin Business Corporation Law, Chapter 180, Wis. Stats.

ARTICLE I

The name of the Corporation is CDC Corporation.

ARTICLE II

The aggregate number of shares that the Corporation shall have authority to issue is nine thousand (9,000). The Corporation’s authorized shares shall consist of one class only and shall be designated as common stock (“Common Stock”).

ARTICLE III

The street address of the Corporation’s initial registered office is 1415 Pilgrim Road, Plymouth, WI 53073-0410. The name of the Corporation’s initial registered agent at this address is James M. Roenitz.

ARTICLE IV

The name and address of the incorporator of the Corporation is:

Attorney Ronald P. Dales

607 N. 8th Street, Seventh Floor

Sheboygan, WI 53081

Dated: August 16, 1995

/s/ Ronald P. Dales

Ronald P. Dales, Incorporator

EX-3.2

Exhibit 3.2

BYLAWS

OF

CDC CORPORATION

(Adopted September 7, 1995)

Table of Contents

		Page
ARTICLE 1	Identification	1
Section 1.01.	Name	1
Section 1.02.	Principal and Business Offices	1
Section 1.03.	Registered Agent and Office	1
Section 1.04.	Place of Keeping Corporate Records	1
ARTICLE 2	Shareholders	1
Section 2.01.	Annual Meeting	1
Section 2.02.	Special Meetings	1
Section 2.03.	Place of Meeting	1
Section 2.04.	Notice of Meetings	2
Section 2.05.	Waiver of Notice	2
Section 2.06.	Fixing of Record Date	2
Section 2.07.	Voting List	3
Section 2.08.	Quorum and Voting Requirements	3
Section 2.09.	Conduct of Meetings	3
Section 2.10.	Proxies	4
Section 2.11.	Voting of Shares	4
Section 2.12.	Voting of Shares by Certain Holders.	4
	(a)        Other Corporations	4
	(b)        Legal Representatives and Fiduciaries	4
	(c)        Pledgees	4
	(d)        Minors	4
	(e)        Incompetents and Spendthrifts	5
	(f)        Joint Tenants	5
	(g)        Treasury Stock and Subsidiaries	5
Section 2.13.	Action Without a Meeting	5
ARTICLE 3	Board of Directors	5
Section 3.01.	General Powers	5
Section 3.02.	Election	6
Section 3.03.	Number, Tenure, and Qualifications	6
Section 3.04.	Regular Meetings	6
Section 3.05.	Special Meetings	6
Section 3.06.	Meetings by Electronic Means of Communication	6
Section 3.07.	Notice of Meetings; Waiver of Notice	6
Section 3.08.	Quorum Requirement	7

Section 3.09.	Voting Requirement	7
Section 3.10.	Conduct of Meetings	7
Section 3.11.	Vacancies	7
Section 3.12.	Compensation and Expenses	8
Section 3.13.	Directors’ Assent	8
Section 3.14.	Committees	8
Section 3.15.	Action Without a Meeting	9
ARTICLE 4	Officers	9
Section 4.01.	Number and Titles	9
Section 4.02.	Appointment, Tenure, and Compensation	9
Section 4.03.	Additional Officers, Agents, etc	9
Section 4.04.	Removal	9
Section 4.05.	Resignations	9
Section 4.06.	Vacancies	10
Section 4.07.	Powers, Authority, and Duties	10
Section 4.08.	The Chairman of the Board	10
Section 4.09.	The President	10
Section 4.10.	The Secretary	10
ARTICLE 5	Contracts, Loans, Checks, and Deposits	11
Section 5.01.	Contracts	11
Section 5.02.	Loans	11
Section 5.03.	Checks, Drafts, etc	11
Section 5.04.	Deposits	11
ARTICLE 6	Voting of Securities Owned by the Corporation	12
Section 6.01.	Authority to Vote	12
Section 6.02.	Proxy Authorization	12
ARTICLE 7	Contracts Between the Corporation and Related Persons	12
ARTICLE 8	Certificates for Shares and Their Transfer	13
Section 8.01.	Certificates for Shares	13
Section 8.02.	Facsimile Signatures	13
Section 8.03.	Signature by Former Officer	13
Section 8.04.	Consideration for Shares	13
Section 8.05.	Transfer of Shares	14
Section 8.06.	Restrictions on Transfer	14
Section 8.07.	Lost, Destroyed, or Stolen Certificates	14
ARTICLE 9	Inspection of Records by Shareholders	14
Section 9.01.	Inspection of Bylaws	14
Section 9.02.	Inspection of Other Records	14
ARTICLE 10	Distributions and Share Acquisitions	15

ARTICLE 11	Indemnification	15
ARTICLE 12	Amendments	15
Section 12.01.	By Shareholders	15
Section 12.02.	By Directors	15
ARTICLE 13	Seal	15

ARTICLE 1

Identification

Section 1.01. Name. The corporation’s name is CDC Corporation (the “corporation”).

Section 1.02. Principal and Business Offices. The corporation may have such principal and other business offices, either within or outside the state of Wisconsin, as the board of directors may designate or as the corporation’s business may require from time to time.

Section 1.03. Registered Agent and Office. The corporation’s registered agent may be changed from time to time by or under the authority of the board of directors. The address of the corporation’s registered office may be changed from time to time by or under the authority of the board of directors, or by the registered agent. The business office of the corporation’s registered agent shall be identical to the registered office. The corporation’s registered office may be, but need not be, identical with the corporation’s principal office in the state of Wisconsin.

Section 1.04. Place of Keeping Corporate Records. The records and documents required by law to be kept by the corporation permanently shall be kept at the corporation’s principal office.

ARTICLE 2

Shareholders

Section 2.01. Annual Meeting. The annual shareholders’ meeting shall be held on the third Monday in April of each year, beginning with the year 1996, or at such other date and time within 30 days before or after this date as may be fixed by or under the authority of the board of directors, for the purpose of electing directors and transacting such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in Wisconsin, the meeting shall be held on the next succeeding business day.

Section 2.02. Special Meetings. Special shareholders’ meetings may be called (1) by the chairman of the board, (2) by the board of directors or such other officer(s) as the board of directors may authorize from time to time, or (3) by the president or secretary upon the written request of the holders of record of at least 10% of all the votes entitled to be cast upon the matter(s) set forth as the purpose of the meeting in the written request. Upon delivery to the president or secretary of a written request pursuant to (3), above, stating the purpose(s) of the requested meeting, dated and signed by the person(s) entitled to request such a meeting, it shall be the duty of the officer to whom the request is delivered to give, within 30 days of such delivery, notice of the meeting to shareholders. Notice of any special meetings shall be given in the manner provided in Section 2.04 of these bylaws. Only business within the purpose described in the special shareholders’ meeting.

Section 2.03. Place of Meeting. The board of directors may designate any place, either within or outside the state of Wisconsin, as the place of meeting for any annual or special shareholders’ meeting or any adjourned meeting. If no designation is made by the board of directors, the place of meeting shall be the corporation’s principal office.

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Section 2.04. Notice of Meetings. The corporation shall notify each shareholder who is entitled to vote at the meeting, and any other shareholder entitled to notice under ch. 180, of the date, time, and place of each annual or special shareholders’ meeting. In the case of special meetings, the notice shall also state the meeting’s purpose. Unless otherwise required by ch. 180, the meeting notice shall be given not less than 10 days nor more than 60 days before the meeting date. Notice may be given orally or communicated in person, by telephone, telegraph, teletype, facsimile, other form of wire or wireless communication, private carrier, or in any other manner provided by ch. 180. Written notice, if mailed, is effective when mailed; and such notice may be addressed to the shareholder’s address shown in the corporation’s current record of shareholders. Written notice provided in any other manner is effective when received. Oral notice is effective when communicated.

Section 2.05. Waiver of Notice. A shareholder may waive notice of any shareholders’ meeting, before or after the date and time stated in the notice. The waiver must be in writing, contain the same information that would have been required in the notice (except that the time and place of the meeting need not be stated), be signed by the shareholder, and be delivered to the corporation for inclusion in the corporate records. A shareholder’s attendance at a meeting, in person or by proxy, waives objection to lack of notice or defective notice, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.

Section 2.06. Fixing of Record Date. For the purpose of determining shareholders of any voting group entitled to notice of or to vote at any shareholders’ meeting, shareholders entitled to demand a special meeting under Section 2.02 of these bylaws, or shareholders entitled to receive payment of any distribution or dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix a future date as the record date. The record date shall not be more than 70 days before the date on which the particular action requiring this determination of shareholders is to be taken. If no record date is so fixed by the board, the record date shall be as follows:

1. With respect to an annual shareholders’ meeting or any special shareholders’ meeting called by the board or any person specifically authorized by the board or these bylaws to call a meeting, at the close of business on the day before the first notice is delivered to shareholders

2. With respect to a special shareholders’ meeting demanded by the shareholders, on the date the first shareholder signs the demand

3. With respect to actions taken in writing without a meeting (pursuant to Section 2.13 of these bylaws), on the date the first shareholder signs a consent

4. With respect to determining shareholders entitled to a share dividend, on the date the board authorizes the share dividend

5. With respect to determining shareholders entitled to a distribution (other than a distribution involving a repurchase or reacquisition of shares), on the date the board authorizes the distribution

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6. With respect to any other matter for which such a determination is required, as provided by law

When a determination of the shareholders entitled to vote at any shareholders’ meeting has been made as provided in this section, the determination shall apply to any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 2.07. Voting List. After fixing a record date for a meeting, the corporation shall prepare a list of the names of all of its shareholders who are entitled to notice of a shareholders’ meeting. The list shall be arranged by class or series of shares, if any, and show the address of and number of shares held by each shareholder. The corporation shall make the shareholders’ list available for inspection by any shareholder, beginning two business days after notice is given of the meeting for which the list was prepared and continuing to the meeting date, at the corporation’s principal office or at the place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent or attorney may, on written demand, inspect, and subject to any restrictions set forth in ch. 180, copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection. The corporation shall make the shareholders’ list available at the meeting, and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment.

Section 2.08. Quorum and Voting Requirements. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise provided by the articles of incorporation, these bylaws, or any provision of ch. 180, a majority of the votes entitled to be cast on the matter by the voting group shall constitute a quorum of that voting group for action on that matter. If a quorum exists, action on a matter (other than the election of directors under Section 3.02 of the bylaws) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the articles of incorporation, these bylaws, or any provision of ch. 180 requires a greater number of affirmative votes. Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists, for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting. At the adjourned meeting at which a quorum is represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

Section 2.09. Conduct of Meetings. The chairman of the board, and in his absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the Secretary of the Corporation shall act as secretary of all meetings of the shareholders, but in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

The order of business at any meeting may, however, be changed by the vote of those persons in attendance, in accordance with Section 2.08 of these bylaws. The chairman of the meeting may designate a corporate officer or any other person in attendance to keep and prepare minutes of the meeting.

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Section 2.10. Proxies. At all shareholders’ meetings, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his or her duly authorized attorney-in-fact. A proxy appointment shall become effective when received by the secretary or other officer or agent of the corporation authorized to tabulate votes. Unless otherwise provided in the appointment form, a proxy appointment may be revoked at any time before it is voted, either by written notice filed with the secretary or other officer or agent of the corporation authorized to tabulate votes, or by oral notice given by the shareholder during the meeting. The presence of a shareholder who has filed his or her proxy appointment shall not of itself constitute a revocation. A proxy appointment shall be valid for 11 months from the date of its execution, unless otherwise provided in the appointment form. The board of directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxy appointments.

Section 2.11. Voting of Shares. Each outstanding share shall be entitled to one vote upon each matter submitted to a vote at a shareholders’ meeting, except otherwise required by the articles of incorporation or by ch. 180.

Section 2.12. Voting of Shares by Certain Holders.

(a) Other Corporations. Shares standing in another corporation’s name may be voted either in person or by proxy, by the other corporation’s president or any other officer appointed by the president. A proxy appointment executed by any principal officer of the other corporation or such an officer’s assistant shall be conclusive evidence of the signer’s authority to act, in the absence of express notice to this corporation, given in writing to this corporation’s secretary, or other officer or agent of this corporation authorized to tabulate votes, of the designation of some other person by the other corporation’s board of directors or bylaws.

(b) Legal Representatives and Fiduciaries. Shares held by a personal representative, administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors, in a fiduciary capacity, may be voted by the fiduciary, either in person or by proxy, without transferring the shares into his or her name, provided that there is filed with the secretary, before or at the time of the meeting, proper evidence of the fiduciary’s incumbency and the number of shares held. Shares standing in a fiduciary’s name may be voted by him or her, either in person or by proxy. A proxy appointment executed by a fiduciary shall be conclusive evidence of the fiduciary’s authority to give the proxy appointment, in the absence of express notice to the corporation, given in writing to the secretary or other officer or agent of the corporation authorized to tabulate votes, that this manner of voting is expressly prohibited or otherwise directed by the document creating the fiduciary relationship.

(c) Pledgees. A shareholder whose shares are pledged shall be entitled to vote the shares until they have been transferred into the pledgee’s name, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(d) Minors. Shares held by a minor may be voted by the minor in person or by proxy appointment, and no such vote shall be subject to disaffirmance or avoidance unless before the vote the secretary or other officer or agent of the corporation authorized to tabulate votes has received written notice or has actual knowledge that the shareholder is a minor.

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(e) Incompetents and Spendthrifts. Shares held by an incompetent or spendthrift may be voted by the incompetent or spendthrift in person or by proxy appointment, and no such vote shall be subject to disaffirmance or avoidance unless before the vote the secretary or other officer or agent of the corporation authorized to tabulate votes has actual knowledge that the shareholder has been adjudicated an incompetent or spendthrift or actual knowledge that judicial proceedings for appointment of a guardian have been filed.

(f) Joint Tenants. Shares registered in the names of two or more individuals who are named in the registration as joint tenants may be voted in person or by proxy signed by one or more of the joint tenants if either (1) no other joint tenant or his or her legal representative is present and claims the right to participate in the voting of the shares or before the vote files with the secretary or other officer or agent of the corporation authorized to tabulate votes a contrary written voting authorization or direction or written denial of authority of the joint tenant present or signing the proxy appointment proposed to be voted, or (2) all other joint tenants are deceased and the secretary or other officer or agent of the corporation authorized to tabulate votes has no actual knowledge that the survivor has been adjudicated not to be the successor to the interests of those deceased.

(g) Treasury Stock and Subsidiaries. Neither treasury shares, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote, but shares of its own issue held by this corporation in a fiduciary capacity, or held by such other corporation in a fiduciary capacity, may be voted and shall be counted in determining the total number of outstanding shares entitled to vote.

Section 2.13. Action Without a Meeting. Any action required or permitted by the articles of incorporation, these bylaws, or any provision of ch. 180 to be taken at a shareholders’ meeting may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by all shareholders entitled to vote on the subject matter of the action. Action may not, however, be taken under this section with respect to an election of directors for which shareholders may vote cumulatively. Action taken pursuant to written consent shall be effective when a consent or consents, signed by all of the shareholders, is or are delivered to the corporation for inclusion in the corporate records, unless some other effective date is specified in the consent. If the action to be taken requires that notice be given to nonvoting shareholders, the corporation shall give the nonvoting shareholders written notice of the proposed action at least 10 days before the action is taken, which notice shall comply with the provisions of ch. 180 and shall contain or be accompanied by the same material that would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders.

ARTICLE 3

Board of Directors

Section 3.01. General Powers. The corporation’s powers shall be exercised by or under the authority of, and its business and affairs shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.

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Section 3.02. Election. Directors shall be elected by the shareholders at each annual shareholders’ meeting. Each director is elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 3.03. Number, Tenure, and Qualifications. The number of directors of the corporation shall be not less than one (1). Each director shall hold office until the next annual shareholders’ meeting and until his or her successor shall have been elected by the shareholders or until his or her prior death, resignation, or removal. A director may be removed from office by a vote of the shareholders taken at any shareholders’ meeting called for that purpose, provided that a quorum is present. A director may resign at any time by delivering his or her written resignation that complies with the provisions of ch. 180 to the board of directors, the chairman of the board of directors, or the corporation. Directors need not be residents of the state of Wisconsin or shareholders of the corporation.

Section 3.04. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after the annual shareholders’ meeting. The place of the regular board of directors’ meeting shall be the same as the place of the shareholders’ meeting that precedes it, or such other suitable place as may be announced at the shareholders’ meeting. The board of directors may provide, by resolution, the time and place, either within or outside the state of Wisconsin, for the holding of additional regular meetings.

Section 3.05. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board, if any, or by the president, secretary, or any two directors. The person or persons authorized to call special board of directors’ meetings may fix any place, either within or outside the state of Wisconsin, as the place for holding any special board meeting called by them, and if no other place is fixed, the meeting place shall be the corporation’s principal office in the state of Wisconsin, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the directors in attendance at the meeting.

Section 3.06. Meetings by Electronic Means of Communication. To the extent provided in these bylaws, the board of directors, or any committee of the board, may, in addition to conducting meetings in which each director participates in person, and notwithstanding any place set forth in the notice of the meeting or these bylaws, conduct any regular or special meeting by the use of any electronic means of communication, provided (1) all participating directors may simultaneously hear each other during the meeting, or (2) all communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. Before the commencement of any business at a meeting at which any directors do not participate in person, all participating directors shall be informed that a meeting is taking place at which official business may be transacted.

Section 3.07. Notice of Meetings; Waiver of Notice. Notice of each board of directors’ meeting, except meetings pursuant to Section 3.04 of these bylaws, shall be delivered to each director at his or her business address or at such other address as the director shall have designated in writing and filed with the secretary. Notice may be given orally or communicated in person, by telephone, telegraph, teletype, facsimile, other form of wire or wireless

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communication, private carrier, or in any other manner provided by ch. 180. Notice shall be given not less than 48 hours before the meeting being noticed, or 72 hours before the meeting being noticed if the notice is given by mail or private carrier. Written notice shall be deemed given at the earlier of the time it is received or at the time it is deposited with postage prepaid in the United States mail or delivered to the private carrier. Oral notice is effective when communicated. A director may waive notice required under this section or by law at any time, whether before or after the time of the meeting. The waiver must be in writing, signed by the director, and retained in the corporate record book. The director’s attendance at or participation in a meeting shall constitute a waiver of notice of the meeting, unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at nor the purpose of any regular or special board of directors’ meeting need be specified in the notice or waiver of notice of the meeting.

Section 3.08. Quorum Requirement. Except as otherwise provided by ch. 180, the articles of incorporation, or these bylaws, a majority of the number of directors as required in Section 3.03 of these bylaws shall constitute a quorum for the transaction of business at any board of directors’ meeting. A majority of the number of directors appointed to serve on a committee as authorized in Section 3.14 of these bylaws shall constitute a quorum for the transaction of business at any committee meeting. These provisions shall not, however, apply to the determination of a quorum for actions taken pursuant to Article 7 of these bylaws or actions taken under emergency bylaws or any other provisions of these bylaws that fix different quorum requirements.

Section 3.09. Voting Requirement. The affirmative vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors or a committee of the board of directors. This provision shall not, however, apply to any action taken by the board of directors pursuant to Section 3.14, Article 7, or Article 11 of these bylaws, or in the event the affirmative vote of a greater number of directors is required by ch. 180, the articles of incorporation, or any other provision of these bylaws.

Section 3.10. Conduct of Meetings. The chairman of the board of directors, and in his or her absence, the president, and in the absence of both of them, any director chosen by the directors present, shall call board of directors’ meetings to order and shall act as chairman of the meeting. The corporation’s secretary shall act as secretary of all board of directors’ meetings, but in the secretary’s absence, the presiding officer may appoint any assistant secretary, director, or other person present to act as secretary of the meeting. The chairman of the meeting shall determine if minutes of the meeting are to be prepared, and if minutes are to be prepared, shall assign a person to do so.

Section 3.11. Vacancies. Any vacancy occurring on the board of directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders. During such time as the shareholders fail or are unable to fill such vacancies, then and until the shareholders act the vacancy may be filled (1) by the board of directors, or (2) if the directors remaining in office constitute fewer than a quorum of the board, by the affirmative vote of a majority of all directors remaining in office.

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Section 3.12. Compensation and Expenses. The board of directors, irrespective of any personal interest of any of its members, may (1) establish reasonable compensation of all directors for services to the corporation as directors or may delegate this authority to an appropriate committee, (2) provide for, or delegate authority to an appropriate committee to provide for, reasonable pensions, disability or death benefits, and other benefits or payments to directors and to their estates, families, dependents, or beneficiaries for prior services rendered to the corporation by the directors, and (3) provide for reimbursement of reasonable expenses incurred in the performance of the directors’ duties, including the expense of traveling to and from board meetings.

Section 3.13. Directors’ Assent. A director of the corporation who is present and is announced as present at a meeting of the board of directors or of a committee of the board of which he or she is a member, at which meeting action on any corporate matter is taken, shall be deemed to have assented to the action taken unless (1) the director objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at the meeting; (2) the director dissents or abstains from an action taken and minutes of the meeting are prepared that show the director’s dissent to or abstention from the action taken; (3) the director delivers written notice that complies with the provisions of ch. 180 of his or her dissent or abstention to the presiding officer of the meeting before the meeting’s adjournment or to the corporation immediately after the adjournment; or (4) the director dissents or abstains from an action taken, minutes of the meeting are prepared that fail to show the director’s dissent or abstention, and the director delivers to the Corporation a written notice of that failure that complies with the provisions of Chapter 180 promptly after receiving the minutes. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 3.14. Committees. The board of directors may create and appoint members to one or more committees, by a resolution approved by the greater of the following: (1) a majority of the directors in office when the action is taken, or (2) the number of directors required to take action under Section 3.09 of these bylaws. Each committee shall consist of two or more directors and shall, unless otherwise provided by the board of directors, serve at the pleasure of the board of directors. To the extent provided in the resolution as initially adopted and as thereafter supplemented or amended by further resolution adopted by a like vote, each committee shall have and may exercise, when the board of directors is not in session, the powers of the board of directors in the management of the corporation’s business and affairs, except that a committee may not (1) authorize distributions; (2) approve or propose to shareholders action requiring shareholder approval; (3) appoint the principal officers; (4) amend articles of incorporation, or amend, adopt, or repeal bylaws; (5) approve a plan of merger not requiring shareholder approval; (6) authorize or approve reacquisition of shares except by a formula or method approved or prescribed by the board of directors; (7) authorize or approve the issuance or sale or contract for sale of shares or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee or a senior executive officer of the corporation to do so within limits prescribed by the board of directors; or (8) fill vacancies on the board of directors or on committees created pursuant to this section, unless the board of directors, by resolution, provides that committee vacancies may be filled by a majority of the remaining committee members. The board of directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of the committee, upon the

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request of the chairman of the board or of the chairman of the meeting. Each committee shall fix its own rules governing the conduct of its activities and shall make such report of its activities to the board of directors as the board may request.

Section 3.15. Action Without a Meeting. Any action required or permitted by the articles of incorporation, these bylaws, or any provision of ch. 180 to be taken by the board of directors at a board meeting may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by all of the directors entitled to vote on the subject matter of the action and retained in the corporate records. Action taken pursuant to written consent shall be effective when the last director signs the consent or upon such other effective date as is specified in the consent.

ARTICLE 4

Officers

Section 4.01. Number and Titles. The principal officers of the corporation shall be a chairman of the board, a president, and a secretary, each of whom shall be appointed by the board. The same natural person may simultaneously hold more than one office. Such other officers and assistant officers as may be deemed necessary may be appointed by the board of directors.

Section 4.02. Appointment, Tenure, and Compensation. The officers shall be appointed by the board of directors. Each officer shall hold office until his or her successor shall have been duly appointed or until the officer’s prior death, resignation, or removal. The board of directors or a duly authorized committee of the board shall fix the compensation of each officer, if any.

Section 4.03. Additional Officers, Agents, etc. In addition to the officers referred to in Section 4.01 of these bylaws, the corporation may have such other officers, assistants to officers, acting officers, and agents as the board of directors may deem necessary and may appoint. Each such person shall act under his or her appointment for such period, have such authority, and perform such duties as may be provided in these bylaws, or as the board may from time to time determine. The board of directors may delegate to any officer the power to appoint any subordinate officers, assistants to officers, acting officers, or agents. In the absence of any officer, or for any other reason the board of directors may deem sufficient, the board may delegate, for such time as the board may determine, any or all of an officer’s powers and duties to any other officer or to any director.

Section 4.04. Removal. The board of directors may remove any officer or agent, but the removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment shall not of itself create contract rights. An officer may remove, with or without cause, any officer or assistant officer who was appointed by that officer.

Section 4.05. Resignations. Any officer may resign at any time by giving written notice to the corporation, the board of directors, the chairman of the board, the president, or the secretary. Any such resignation shall take effect when the notice of resignation is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective.

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Section 4.06. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other reason shall be filled in the manner prescribed for regular appointments to the office.

Section 4.07. Powers, Authority, and Duties. Officers of the corporation shall have the powers and authority conferred and the duties prescribed by the board of directors or the officer who appointed them in addition to and to the extent not inconsistent with those specified in other sections of this Article 4.

Section 4.08. The Chairman of the Board. The chairman of the board of directors shall preside at all shareholders’ and directors’ meetings at which he or she is present. The chairman of the board shall have and exercise general supervision over the conduct of the corporation’s affairs and over its other officers, subject, however, to the board’s control. The chairman of the board of directors shall from time to time report to the board all matters within his or her knowledge that the corporation’s interests may require to be brought to the board’s notice.

Section 4.09. The President. During the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 4.08 of these bylaws. The president shall, subject to the board of directors’ control:

1. superintend and manage the corporation’s business;

2. coordinate and supervise the work of its other officers (except the chairman of the board);

3. employ, direct, fix the compensation of, discipline, and discharge its employees;

4. employ agents, professional advisors, and consultants;

5. perform all functions of a general manager of the corporation’s business;

6. have authority to sign, execute, and deliver in the corporation’s name all instruments either when specifically authorized by the board of directors or when required or deemed necessary or advisable by the president in the ordinary conduct of the corporation’s normal business, except in cases where the signing and execution of the instruments shall be expressly delegated by these bylaws or by the board to some other officer(s) or agent(s) of the corporation or shall be required by law or otherwise to be signed or executed by some other officer or agent; and

7. in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned to him or her by the board of directors.

Section 4.10. The Secretary. The secretary shall:

1. keep any minutes of the shareholders and of the board of directors and its committees in one or more books provided for that purpose;

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2. see that all notices are duly given in accordance with these bylaws or as required by law;

3. be custodian of the corporation’s corporate records and see that the books, reports, statements, certificates, and all other documents and records required by law are properly kept and filed;

4. have charge, directly or through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer, and registration of certificates for shares in the corporation and of the records thereof, such records to be kept in such manner as to show at any time the number of shares in the corporation issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the shareholders of record, the numbers and classes of shares held by each, and the time when each became a shareholder;

5. exhibit at reasonable times upon the request of any director the records of the issue, transfer, and registration of the corporation’s share certificates, at the place where those records are kept, and have these records available at each shareholders’ meeting; and

6. in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the board of directors or the president.

ARTICLE 5

Contracts, Loans, Checks, and Deposits

Section 5.01. Contracts. The board of directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute or deliver any instrument in the corporation’s name and on its behalf. The authorization may be general or confined to specific instruments. When an instrument is so executed, no other party to the instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers, or agent or agents.

Section 5.02. Loans. No indebtedness for borrowed money shall be contracted on the corporation’s behalf and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the board of directors. The authorization may be general or confined to specific instances.

Section 5.03. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, or notes or other evidences of indebtedness issued in the corporation’s name, shall be signed by such officer or officers, or agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the board of directors.

Section 5.04. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the corporation’s credit in such banks, trust companies, or other depositories as may be selected by or under the authority of a resolution of the board of directors.

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ARTICLE 6

Voting of Securities Owned by the Corporation

Section 6.01. Authority to Vote. Any shares or other securities issued by any other corporation and owned or controlled by the corporation may be voted at any meeting of the issuing corporation’s security holders by the chairman of the board of this corporation if he or she be present, or in his or her absence by the secretary of the corporation if he or she be present.

Section 6.02. Proxy Authorization. Whenever, in the judgment of the chairman of the board, or in his or her absence, of the secretary, it is desirable for the corporation to execute a proxy appointment or written consent with respect to any shares or other securities issued by any other corporation and owned by the corporation, the proxy appointment or consent shall be executed in the corporation’s name by the chairman of the board or the secretary of the corporation, without necessity of any authorization by the board of directors, countersignature, or attestation by another officer. Any person or persons designated in this manner as the corporation’s proxy or proxies shall have full right, power, and authority to vote the shares or other securities issued by the other corporation and owned by the corporation in the same manner as the shares or other securities might be voted by the corporation.

ARTICLE 7

Contracts Between the Corporation and Related Persons

Any contract or other transaction between the corporation and one or more of its directors, or between the corporation and any entity of which one or more of its directors are members or employees or in which one or more of its directors are interested, or between the corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers, or employees or in which one or more of its directors are interested, shall not be voidable by the corporation solely because of the director’s interest, whether direct or indirect, in the transaction if:

1. the material facts of the transaction and the director’s interest were disclosed or known to the board of directors or a committee of the board of directors, and a majority of disinterested members of the board of directors or committee authorized, approved, or specifically ratified the transaction; or

2. the material facts of the transaction and the director’s interest were disclosed or known to the shareholders entitled to vote, and a majority of the shares held by disinterested shareholders authorized, approved, or specifically ratified the transaction; or

3. the transaction was fair to the corporation.

For purposes of this Article 7, a majority of directors having no direct or indirect interest in the transaction shall constitute a quorum of the board or a committee of the board acting on the matter, and a majority of the shares entitled to vote on the matter, whether or not present, and other than those owned by or under the control of a director having a direct or indirect interest in the transaction, shall constitute a quorum of the shareholders for the purpose of acting on the matter.

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ARTICLE 8

Certificates for Shares and Their Transfer

Section 8.01. Certificates for Shares. Certificates representing shares in the corporation shall, at a minimum, state on their face all of the following: (1) the name of the issuing corporation and that it is organized under the laws of the state of Wisconsin; (2) the name of the person to whom issued; and (3) the number and class of shares and the designation of the series, if any, that the certificate represents. The share certificates shall be signed by the chairman of the board and by the secretary or any assistant secretary or any other officer or officers designated by the board of directors. If the corporation is authorized to issue different classes of shares or different series within a class, the certificate may contain a summary of the designations, relative rights, preferences, and limitations applicable to each class, and the variations in rights, preferences, and limitations determined for each series and the authority of the board of directors to determine variations for future series. If the certificate does not include the above summary on the front or back of the certificate, it must contain a conspicuous statement that the corporation will furnish the shareholder with the above-described summary information in writing, upon request and without charge. A record shall be kept of the name of the owner or owners of the shares represented by each certificate, the number of shares represented by each certificate, the date of each certificate, and in case of cancellation, the date of cancellation. Every certificate surrendered to the corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificates until the existing certificates shall have been so cancelled, except in cases provided for in Section 8.08 of these bylaws.

Section 8.02. Facsimile Signatures. The share certificates may be signed manually or by facsimile.

Section 8.03. Signature by Former Officer. If an officer who has signed or whose facsimile signature has been placed upon any share certificate shall have ceased to be an officer before the certificate is issued, the corporation may issue the certificate with the same effect as if he or she were an officer at the date of its issue.

Section 8.04. Consideration for Shares. The corporation’s shares may be issued for such consideration as shall be fixed from time to time by the board of directors. The consideration to be paid for shares may be paid in cash, promissory notes, tangible or intangible property, or services performed or contracts for services to be performed for the corporation. When the corporation receives payment of the consideration for which shares are to be issued, the shares shall be deemed fully paid and nonassessable by the corporation. Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for the shares is adequate. The board of directors’ determination is conclusive as to the adequacy of consideration for the issuance of shares relative to whether the shares are validly issued, fully paid, and nonassessable.

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Section 8.05. Transfer of Shares. Transfers of shares in the corporation shall be made on the corporation’s books only by the registered shareholder, by his or her legal guardian, executor, or administrator, or by his or her attorney authorized by a power of attorney duly executed and filed with the corporation’s secretary or with a transfer agent appointed by the board of directors, and on surrender of the certificate or certificates for the shares. Where a share certificate is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering a loss as a result of the registration of transfer if (1) there were on or with the certificate the necessary endorsements, and (2) the corporation had no duty to inquire into adverse claims or has discharged the duty. The corporation may require reasonable assurance that the endorsements are genuine and effective in compliance with such other regulations as may be prescribed by or under the board of directors’ authority. The person in whose name shares stand on the corporation’s books shall, to the full extent permitted by law, be deemed the owner of the shares for all purposes.

Section 8.06. Restrictions on Transfer. Restrictions on transfer of the corporation’s shares shall be noted conspicuously on the front or back of the share certificate. A transfer restriction is valid and enforceable against the holder or a transferee of the holder only if the transfer restriction is authorized by law, and the existence of the restriction is noted on the certificate as set forth above. Unless so noted, a transfer restriction is not enforceable against a person who does not know of the transfer restriction.

Section 8.07. Lost, Destroyed, or Stolen Certificates. If an owner claims that his or her share certificate has been lost, destroyed, or wrongfully taken, a new certificate shall be issued in place of the original certificate if the owner (1) so requests before the corporation has notice that the shares have been acquired by a bona fide purchaser; (2) files with the corporation a sufficient indemnity bond if required by the board of directors; and (3) satisfies such other reasonable requirements as may be prescribed by or under the authority of the board of directors.

ARTICLE 9

Inspection of Records by Shareholders

Section 9.01. Inspection of Bylaws. Any shareholder is entitled to inspect and copy the corporation’s bylaws during regular business hours at the corporation’s principal office. The shareholder must give written notice in accordance with the provisions of ch. 180 at least five business days before the date of inspection.

Section 9.02. Inspection of Other Records. Any shareholder who holds at least five percent of the corporation’s outstanding shares or who has been a shareholder for at least six months shall have the right to inspect and copy during regular business hours at a reasonable location specified by the corporation any or all of the following records: (l) excerpts from any minutes or records the corporation is required to keep as permanent records; (2) the corporation’s accounting records; or (3) the record of shareholders or, at the corporation’s discretion, a list of the corporation’s shareholders compiled no earlier than the date of the shareholder’s demand. The shareholder’s demand for inspection must be made in good faith and for a proper purpose and by delivery of written notice, given in accordance with the provisions of ch. 180 at least five business days before the date of inspection, stating the purpose of the inspection and the records directly related to that purpose desired to be inspected.

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ARTICLE 10

Distributions and Share Acquisitions

The board of directors may make distributions to its shareholders or purchase or acquire any of its shares provided (1) after the distribution, purchase, or acquisition the corporation will be able to pay its obligations as they become due in the usual course of its business, and (2) the distribution, purchase, or acquisition will not cause the corporation’s assets to be less than its total liabilities plus the amount necessary to satisfy, upon distribution, the preferential rights of shareholders whose rights are superior to those receiving the distribution.

ARTICLE 11

Indemnification

The corporation shall, to the fullest extent authorized by ch. 180, indemnify any director or officer of the corporation against reasonable expenses and against liability incurred by a director or officer in a proceeding in which he or she was a party because he or she was a director or officer of the corporation. These indemnification rights shall not be deemed to exclude any other rights to which the director or officer may otherwise be entitled. The corporation shall, to the fullest extent authorized by ch. 180, indemnify any employee who is not a director or officer of the corporation, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the corporation. The corporation may, to the fullest extent authorized by ch. 180, indemnify, reimburse, or advance expenses of directors or officers.

ARTICLE 12

Amendments

Section 12.01. By Shareholders. The shareholders may amend or repeal these bylaws or adopt new bylaws at any annual or special shareholders’ meeting.

Section 12.02. By Directors. The board of directors may amend or repeal these bylaws or adopt new bylaws; but no bylaw adopted or amended by the shareholders shall be amended or repealed by the board if the bylaw so adopted so provides.

ARTICLE 13

Seal

The corporation shall not have a corporate seal, and all formal corporate documents shall carry the designation No Seal along with the signature of the corporation’s officer or officers.

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EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

OF

ENGINEERED PIPE SYSTEMS, INC.

* * * * *

1. The name of the corporation is Engineered Pipe Systems, Inc.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand Five Hundred (1,500); all of such shares shall be without par value.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

T.L. Ford

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 2nd day of February, 1998.

/s/ T.L. Ford

Sole Incorporator

T.L. Ford

EX-3.4

Exhibit 3.4

ENGINEERED PIPE SYSTEMS, INC.

*****

BY-LAWS

*****

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1999, shall be held on the 15th day of April, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 2:00 PM, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which stockholders shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting of stockholders stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting.

Section 4. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 5. Written notice of a special meeting of stockholders stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 6. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice of meeting.

Section 7. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 9. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after 3 years from its date, unless the proxy provides for a longer period.

Section 10. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be not less than 2 nor more than 5. The first board shall consist of 3 directors. Thereafter, within the limits above specified, the number of directors may be changed by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the

annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held immediately following the annual meeting of stockholders or at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on 5 days’ notice to each director, either personally or by mail or by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

REMOVAL OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his or her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile telecommunication.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 5. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

THE VICE-PRESIDENTS

Section 6. In the absence of the president or in the event of the president’s inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the

vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 7. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president. The secretary shall have custody of the corporate seal of the corporation and the secretary, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by the signature of the secretary or an assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

THE TREASURER AND ASSISTANT TREASURERS

Section 8. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 9. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

INCIDENTAL DUTIES

Section 10. The officers of the corporation shall perform all other duties usually incident to their respective offices, or which may be required by the stockholders or board of directors.

Section 11. Unless otherwise directed by the board of directors, each officer elected by the board of directors shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of, or with respect to any action of stockholders of, any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary, of the corporation.

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such individual were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other

action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by the Treasurer or by such other officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors or, in the absence of any such resolution, shall be the calendar year.

SEAL

Section 5. The corporate seal shall be in such form as shall be fixed by resolution of the board of directors or, in the absence of any such resolution, the corporate seal shall be circular in form and shall contain the name of the corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 6. The corporation shall indemnify its officers and directors to the extent permitted by the General Corporation Law of Delaware. The corporation may also indemnify any other persons whom it shall have power to indemnify under any applicable law from time to time in effect to the extent permitted by such law.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be amended by a majority vote of the stockholders entitled to vote at any annual or special meeting of the stockholders provided notice of the proposed amendment shall be included in the notice of the meeting. The board of directors, by a majority vote of the whole board at any meeting, may amend these by-laws, including by-laws adopted by the stockholders, provided that the stockholders may from time to time specify particular provisions of the by-laws which shall not be amended by the board of directors.

EX-3.5

Exhibit 3.5

CERTIFICATION OF INCORPORATION

OF

ERIC COMPANY

FIRST. The name of the Corporation is Eric Company.

SECOND. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. Without limiting in any manner the scope and generality of the foregoing, the Corporation shall have the following purposes and powers:

(1) To manufacture, purchase or otherwise acquire, invent in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description;

(2) To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association, or corporation;

(3) To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation;

(4) To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province,

municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof;

(5) To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes;

(6) To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever

situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated;

(7) In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this certificate of incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

The purposes and powers specified in the foregoing paragraphs shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other paragraph in this Certificate of Incorporation, but the purposes and powers specified in each of the foregoing paragraphs of this Article shall be regarded as independent purposes and powers.

The Corporation shall possess and may exercise all powers and privileges necessary or convenient to effect any or all of the foregoing purposes, or to further any or all of the foregoing powers, and the enumeration herein of any specific purposes or powers shall not be held to limit or restrict in any

manner the exercise by the Corporation of the general powers now or hereafter conferred by the laws of the State of Delaware upon corporations formed under the General Corporation Law of Delaware.

FOURTH. The total number of shares of capital stock which the corporation shall have authority to issue is five hundred (500) which shall consist of one class of Common Stock of the par value of Ten Dollars ($10.00) per share amounting in the aggregate to Five Thousand Dollars ($5,000).

Any amendment to the Certificate of Incorporation which shall increase or decrease the authorized capital stock of the Corporation may be adopted by the affirmative vote of the holders of a majority of the outstanding shares of the voting stock of the Corporation.

FIFTH. The name and mailing address of the incorporator is as follows:

NAME	MAILING ADDRESS
Edward L. Turner III	53 Wall Street New York, New York 10005

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The by-laws may be made, altered, amended or repealed by the Board of Directors. The books of the

Corporation (subject to the provisions of the laws of the State of Delaware) may be kept outside of the State of Delaware at such places as from time to time may be designated by the Board of Directors.

EIGHTH. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as

consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

NINTH. (1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did

not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and

reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

(3) The Corporation may indemnify any person who is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the extent and under the circumstances provided by paragraphs 1 and 2 of this Article NINTH with respect to a person who is or was a director or officer of the Corporation.

(4) Any indemnification under paragraphs 1, 2 and 3 of this Article NINTH (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth therein. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum (as defined in the by-laws of the Corporation) consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

(5) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors of the Corporation in the manner provided in the next preceding paragraph upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article NINTH.

(6) The indemnification provided by this Article NINTH shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7) By action of its Board of Directors, notwithstanding any interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or of any corporation a majority of the voting stock of which is owned by the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or would be required to indemnify him against such liability under the provisions of this Article NINTH or of the General Corporation Law of the State of Delaware.

TENTH. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provision of the General Corporation Law of the State of Delaware the meeting and vote of stockholders may be dispensed with if such action is taken with the written consent of the holders of not less than a majority of all stock entitled to be voted upon such action if a

meeting were held; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for such action, and provided that prompt notice is given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent. Election of Directors need not be by ballot unless the by-laws so provide.

ELEVENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 29th day of January, 1975.

/s/ Edward L. Turner III

Edward L. Turner III

EX-3.6

Exhibit 3.6

BY-LAWS

of

ERIC COMPANY

(a Delaware corporation)

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office shall be at 100 West Tenth Street, in the city of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is The Corporation Trust Company.

Section 2. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of Delaware, as the Board of Directors may from time to time designate or the business of the corporation require.

ARTICLE II

STOCKHOLDERS’ MEETING

Section 1. Annual Meetings. The annual meeting of the stockholders of the corporation, commencing with the year 1975, shall be held at the principal office of the corporation in the State of Delaware, or at such other place within or without the State of Delaware as may be determined by the Board of Directors and as shall be designated in the notice of said meeting, on the third Wednesday of the month of November of each year (or if said day be a legal holiday, then on the next succeeding day not a legal holiday), for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

If the election of directors shall not be held on the day designated herein for any annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be

held at a special meeting of the stockholders as soon thereafter as conveniently may be. At such meeting the stockholders may elect the directors and transact other business with the same force and effect as at an annual meeting duly called and held.

The place and time of such meeting for the election of directors shall not be changed within sixty days next before the day on which the election is to be held. A notice of any such change shall be given to each stockholder at least twenty days before the election is held, in person or by letter mailed to him at his post-office address last known to the Secretary of the Corporation.

Section 2. Special Meetings. Special meetings of the stockholders shall be held at the principal office of the corporation in the State of Delaware, or at such other place within or without the State of Delaware as may be designated in the notice of said meeting, upon call of the Board of Directors or of the President or any Vice-President, and shall be called by the President or any Vice-President or the Secretary at the request in writing of stockholders owning at least a majority of the issued and outstanding capital stock of the corporation entitled to vote thereat.

Section 3. Notice and Purpose of Meetings. Notice of the purpose or purposes and of the time and place within or without the State of Delaware of every meeting of stockholders shall be in writing and signed by the President or Vice-President or the Secretary or an Assistant Secretary and a copy thereof shall be served, either personally or by mail or by any other lawful means, not less than ten days before the meeting, upon each stockholder of record entitled to vote at such meeting.

Section 4. Quorum. A quorum at all meetings of stockholders shall consist of the holders of record of a majority of the shares of the capital stock of the corporation, issued and

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outstanding, entitled to vote at the meeting, present in person or by proxy, except as otherwise provided by law or the Certificate of Incorporation. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present in person or by proxy and entitled to vote may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 5. Organization. Meetings of the stockholders shall be presided over by the President, or if he is not present, by a Vice-President, or if neither the President nor a Vice-President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present to act as secretary of the meeting.

Section 6. Voting. Except as otherwise provided in the By-Laws, the Certificate of Incorporation, or in the laws of the State of Delaware, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at such meeting shall have one vote in person or by proxy for each share of stock having voting rights held by him and registered in his name on the books of the corporation at the time of such meeting. Except as otherwise required by statute, by the Certificate of Incorporation or these By-Laws, or in electing directors, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders of the corporation present in person or by proxy at such meeting and entitled to vote thereat, a quorum being present. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast thereat shall elect.

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Section 7. List of Stockholders. A complete list of stockholders entitled to vote at the ensuing election, arranged in alphabetical order, and the number of voting shares held by each shall be prepared by the Secretary, or other officer of the corporation having charge of said stock ledger, and filed in the office where the election is to be held, at least ten days before every election, and shall, during the usual hours for business, and during the whole time of said election, be open to the examination of any stockholder.

Section 8. Inspectors of Election. At all elections of directors, or in any other case in which inspectors may act, two inspectors of election shall be appointed by the chairman of the meeting, except as otherwise provided by law. The inspectors of election shall take and subscribe an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality, and according to the best of their ability, and shall take charge of the polls and after the vote shall have been taken shall make a certificate of the result thereof, but no director or candidate for the office of director shall be appointed as such inspector. If there be a failure to appoint inspectors or if any inspector appointed be absent or refuse to act, or if his office become vacant, the stockholders present at the meeting, by a per capita vote, may choose temporary inspectors of the number required.

ARTICLE III

DIRECTORS

Section 1. Powers, Number, Qualification, Term, Quorum and Vacancies. The property, affairs and business of the corporation shall be managed by its Board of Directors, consisting of no less than three nor more than seven persons. Except as hereinafter provided, directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until the election and qualification of his successor.

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Directors need not be stockholders.

A majority of the members of the Board of Directors then acting, but in no event less than one-third nor less than two of the number of directors authorized, acting at a meeting duly assembled, shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall have been obtained.

In case one or more vacancies shall occur in the Board of Directors by reason of death, resignation or otherwise, except in so far as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum, may, by a majority vote, elect a successor or successors for the unexpired term or terms.

Section 2. Meetings. Meetings of the Board of Directors shall be held at such place within or outside the State of Delaware as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board of Directors, and special meetings may be held at any time upon the call of the President or any Vice-President or the Secretary or any two directors by oral, telegraphic or written notice duly served on or sent or mailed to each director not less than two days before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders. Notice need not be given of regular meetings of the Board of Directors. Meetings may be held at any time without notice if all the directors are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing.

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ARTICLE IV

OFFICERS

Section 1. Number. The Board of Directors, as soon as may be after the election thereof held in each year, shall elect a President, a Secretary and a Treasurer, and from time to time may appoint one or more Vice-Presidents and such Assistant Secretaries, Assistant Treasurers and such other officers, agents and employees as it may deem proper. Any two officers, except the offices of President and Vice-President, Secretary and Assistant Secretary or Treasurer and Assistant Treasurer, may be held by the same person. The President shall be chosen from among the directors.

Section 2. Term and Removal. The term of office of all officers shall be one year and until their respective successors are elected and qualify, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the Board of Directors then in office. A vacancy, in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 3. Powers and Duties. The officers of the corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors. The Vice-President or Vice-Presidents, the Assistant Secretary or Assistant Secretaries and the Assistant Treasurer or Assistant Treasurers shall, in the order of their respective seniorities, in the absence or disability of the President, Secretary or Treasurer, respectively, perform the duties of such officer and shall generally assist the President, Secretary or Treasurer respectively.

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ARTICLE V

CERTIFICATES OF STOCK

Section 1. Form and Transfers. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of shares represented thereby and in such form not inconsistent with the Certificate of Incorporation as the Board of Directors may from time to time prescribe.

Transfers of shares of the capital stock of the corporation shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

The certificates of stock shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and sealed with the seal of the corporation. Such seal may be a facsimile, engraved or printed.

Section 2. Closing of Transfer Books. The Board of Directors shall have power to close the stock transfer books of the corporation for a period not exceeding fifty days before any stockholders’ meeting, or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose without a meeting, or the date fixed for the payment of any dividend or the making of any distribution, or for the delivery of evidences of rights or evidences of interests arising out of any change, conversion or exchange of capital stock. Provided, however, that in lieu of closing the stock transfer books as aforesaid the Board of Directors may in its discretion fix a time not more than fifty days before the date of any

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meeting of stockholders, or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose without a meeting, or the date fixed for the payment of any dividend or for the delivery of evidences of rights or evidences of interests arising out of any change, conversion or exchange of capital stock, as the time as of which stockholders entitled to notice of and to vote at such meeting or whose consent or dissent is required or may be expressed for any purpose or entitled to receive any such dividend, distribution, rights or interests shall be determined; and all persons who are holders of record of voting stock at such time and no others shall be entitled to notice of and to vote at such meeting or to express their consent or dissent, as the case may be, and only stockholders of record at the time so fixed shall be entitled to receive such dividend, distribution, rights or interests.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January in each year and shall end on the last day of December next following, unless otherwise determined by the Board of Directors.

ARTICLE VII

CORPORATE SEAL

The corporate seal of the corporation shall consist of two concentric circles, between which shall be the name of the corporation, and in the center shall be inscribed the year of its incorporation and the words, “Corporate Seal, Delaware”.

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ARTICLE VIII

AMENDMENTS

The By-Laws of the corporation shall be subject to alteration, amendment or repeal, and new By-Laws not inconsistent with any provision of the Certificate of Incorporation or statute, may be made, either by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting of the stockholders and entitled to vote thereat a quorum being present, or by the affirmative vote of a majority of the whole Board, given at any regular or special meeting of the Board, provided that notice of the proposal so to make, alter, amend or repeal such By-Laws be included in the notice of such meeting of the Board or the stockholders, as the case may be. By-Laws made, altered, or amended by the Board may be altered, amended, or repealed by the stockholders at any annual or special meeting thereof.

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EX-3.7

Exhibit 3.7

CERTIFICATE OF INCORPORATION

OF

EAST RANGE COMPANY

* * * * *

FIRST. The name of the corporation is

EAST RANGE COMPANY

SECOND. Its principal office in the State of Delaware is located at No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name and address of its resident agent is The Corporation Trust Company, No. 100 West Tenth Street, Wilmington 99, Delaware.

THIRD. The nature of the business, or objects or purposes to be transacted, promoted or carried on are:

To mine, produce, purchase, acquire, own, prepare for market, sell and otherwise dispose of minerals, metals, ores and any other useful or valuable substances, deposits or products.

To search, prospect and explore for minerals, metals, ores, coal, stone, petroleum, gas, timber and any other useful or valuable elements, substances or products; to acquire, own, develop and exploit rights, claims and interests in lands and the products thereof; to acquire, own, maintain, develop, improve, manage, work and operate mines, pits, quarries, collieries, timberlands and properties of all kinds, and any articles, materials, machinery, equipment and property used therefor or in connection therewith.

To manufacture, separate, reduce, smelt, refine, concentrate, treat, convert, work and produce metals of all kinds; to manufacture, produce, acquire, own, prepare for market, sell, dispose of and deal in metals, alloys, metal products, ores, minerals, stone, coal, wood, petroleum, gases and the products or by-products thereof; and to establish, build, acquire,

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own, equip, maintain, improve, repair and operate mills, factories, furnaces, converters, smelters, shops, laboratories, offices, buildings, structures and works of all kinds suitable, necessary or convenient to any of the purposes of the corporation.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.

To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political sub-division or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the

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right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

To enter into, make and perform contracts of every kind and description with any person, firm, association, corporation, municipality, county, state, body politic or government or colony or dependency thereof.

To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

To loan to any person, firm or corporation any of its surplus funds, either with or without security.

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital except as otherwise permitted by law, and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

To have one or more offices, to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of, real and personal property of every class and description in any of the states, districts, territories or colonies of the United States, and in any and all foreign countries, subject to the laws of such state, district, territory, colony or country.

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In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by the laws of Delaware upon corporations formed under the General Corporation Law of the State of Delaware, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this certificate of incorporation, but the objects and purposes specified in each of the foregoing clauses of this article shall be regarded as independent objects and purposes.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares of the par value of One Hundred Dollars ($100.00) per share, amounting in the aggregate to One Hundred Thousand Dollars ($100,000.00).

FIFTH. The minimum amount of capital with which the corporation will commence business is One Thousand Dollars ($1,000.00).

SIXTH. The names and places of residence of the incorporators are as follows:

NAMES	RESIDENCES
A. D. Atwell	Wilmington, Delaware
F. J. Obara, Jr.	Wilmington, Delaware
A. D. Grier	Wilmington, Delaware

SEVENTH. The corporation is to have perpetual existence.

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EIGHTH. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

NINTH. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By resolution passed by a majority of the whole board, to designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders’ meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

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TENTH. Meetings of stockholders may be held outside the State of Delaware, if the by-laws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by ballot unless the by-laws of the corporation shall so provide.

ELEVENTH. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands and seals this 20th day of May A.D. 1965.

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CERTIFICATE OF AMENDMENT

OF

EAST RANGE COMPANY

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

East Range Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of East Range Company a resolution was adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that a consent of the stockholders of said corporation be prepared for consideration by the stockholders. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:

“The name of the corporation is NORANDEX INC.”

SECOND: That thereafter, said amendment was approved by the written consent of the sole stockholder in accordance with Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said East Range Company has caused its corporate seal to be affixed and this certificate to be signed by Edwin Deane Leonard, one of its Vice-Presidents, and attested by Jeffrey Small, one of its Assistant Secretaries, this seventh day of August, 1968.

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

NORANDEX INC. (the “Corporation”), a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST, That in an action without a meeting signed by all of the members of the Board of Directors of the Corporation pursuant to Section 141(f) of the General Corporation Law of the State of Delaware resolutions were duly adopted setting forth proposed amendments to the Certificate of Incorporation of the Corporation and declaring said amendments to be advisable. The resolutions setting forth the proposed amendments are as follows:

RESOLVED: That ARTICLE FOURTH of the Certificate of Incorporation of the Corporation be amended in its entirety to read in its entirety as set forth in Exhibit A attached hereto and made a part hereof.

EXHIBIT A

FOURTH. The total number of shares of capital stock that the corporation shall have authority to issue is 110,000, all of which shall be shares of Common Stock with a par value of $.10 per share (the “New Common Stock”).

Each share of Common Stock with a par value of $100 per share of the corporation issued and outstanding or held by the corporation as treasury stock immediately prior to the filing with the Secretary of State of Delaware of the Certificate of Amendment of the Certificate of Incorporation of the corporation whereby Article Fourth of the Certificate of Incorporation is amended as herein set forth, shall, upon such filing, thereby and thereupon be automatically reclassified and changed into 100 shares of the New Common Stock. No change to the capital of the corporation shall be effected by reason of the foregoing reclassification and charge. In the event that any fractional shares result from the foregoing reclassification and change, the corporation shall issue certificates for or including such fractional shares.

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RESOLVED: That the Certificate of Incorporation of the Corporation be amended to insert a new ARTICLE TWELFTH to read in its entirety as set forth in Exhibit B attached hereto and made a part hereof.

EXHIBIT B

TWELFTH. No Director shall be personally liable to the corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust of other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including

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attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided hereinafter, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred herein shall be a contract right and shall include the right to be paid by the corporation for the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified hereunder or otherwise. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

If a claim under this Article Twelfth is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and if successful in whole

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or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article Twelfth shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation law.

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SECOND: That thereafter, said amendments were approved by the written consent of the sole shareholder in accordance with Section 228 of the General Corporation Law of the State of Delaware, and said written consent was filed with the Corporation.

THIRD: That said amendments were duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said NORANDEX INC., has caused this Certificate to be signed by ROBERT W. JOHNSTON, its President, and attested by BARRY G. VIROSTEK, its Assistant Secretary, this 20th day of July, 1988.

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EX-3.8

Exhibit 3.8

WRITTEN CONSENT IN LIEU OF A MEETING

OF THE BOARD OF DIRECTORS OF

EXTERIOR SYSTEMS, INC.

The undersigned, being all of the current directors of EXTERIOR SYSTEMS, INC., a Delaware corporation (the “Corporation”), in lieu of holding a meeting, hereby adopt the following resolutions by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of Delaware:

RESOLVED, that ARTICLE II, Section 2.1, of the Corporation’s By-Laws be, and it hereby is, amended to read as follows:

2.l Number, Election, Term of Office. The number of the directors shall be three, who need not be stockholders. The directors shall be elected at each annual meeting of the stockholders. Except as provided in Section 2.3 of this Article, each director elected shall hold office until his successor shall be elected and shall qualify.

RESOLVED, that ARTICLE III, Section 3.1, be, and it hereby is, amended to read as follows:

3.1 Officers. The elected officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may elect or appoint or authorize the President to appoint such other officers and agents as it shall, from time to time, deem necessary, who shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board of Directors or the President. Any two or more offices may be held by the same person.

RESOLVED, that each of the following persons be, and each of them hereby is, elected to hold the office(s) of the Corporation set forth opposite his/her name as indicated below, to serve at the pleasure of the Board of Directors and until a successor is appointed and qualified:

Name	Office
Daniel J. Dietzel	President
William F. Dent	Vice President
Ron Ranallo	Vice President
Jeffrey S. Wilke	Secretary

Rodney A. Nowland	Assistant Secretary
William K. Cook	Treasurer
Chris Harper	Assistant Treasurer
Bud Stout	Vice President, President of Fabwel Division
Lynn M. Kovalcheck	Assistant Secretary, Controller of Norandex/Reynolds Division

The actions taken by this consent shall have the same force and effect as if taken by the undersigned at a meeting of the Board of Directors of the Corporation, duly called and constituted pursuant to the laws of the State of Delaware and the Corporation’s By-Laws.

DATED as of June 13, 2003.

/s/ Michael H. Thaman

Michael H. Thaman

/s/ William F. Dent

William F. Dent

2

BY – LAWS

of

NORANDEX INC.

ARTICLE I

STOCKHOLDERS’ MEETING

Section 1.1 Place of Meeting. Meetings of stockholders of the Corporation for any purpose including the annual meeting for the election of directors, shall be held at such place within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in duly executed waivers of notice thereof.

Section 1.2 Annual Meetings. The annual meeting of stockholders shall be held on the third Wednesday of January in each year, if not a legal holiday, and, if a legal holiday, then on the next succeeding day not a legal holiday, at one o’clock in the afternoon or such other hour as the Board of Directors may determine upon and cause to be stated in the notice of the meeting. At annual meetings, stockholders shall elect directors by a plurality vote, by ballot, and transact such other business as may properly be brought before the meeting.

Section 1.3 Special Meetings. Special meetings of the stockholders, for any purpose or purposes specified in the notice of the meeting may be called by the President and shall be called by the President or Secretary pursuant to resolution of the Board of Directors or at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and then entitled to vote. Any such resolution or request shall state the purpose or purposes of the meeting.

Section 1.4 Notice of Meetings. Except as otherwise required by statute, notice of each meeting of the stockholders, whether annual or special, shall be given at least ten days before the day on which the meeting is to be held, to each stockholder of record entitled to vote, by delivering a written or printed notice thereof to him, personally or by mailing such notice, postage prepaid, addressed to him at his past office address shown on the transfer books of the Corporation, except that no notice of any kind need be given to any stockholder to whom the giving of such notice would be unlawful (either absolutely or without official license or consent) under the provisions of the Trading with the Enemy Act (40 U.S. Stat. L. 411), as amended, or any other provision of law, or any rule, regulation, proclamation or executive order issued pursuant thereto.

Section 1.5 Waivers, etc. Notice of any meeting of stockholders shall not be required as to any stockholder who shall attend such meeting, in person or by proxy, or who shall, in person or by attorney, waive notice of any meeting, whether before or after such meeting.

Section 1.6 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, by the Certificate of Incorporation or by these By-Laws. If, at any meeting there shall not be a quorum, the stockholders present in person or represented by proxy, shall have power, though not a quorum, to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be obtained. At such adjourned meeting at which there shall be a quorum, any business may be transacted which might have been transacted at the meeting as originally called.

Section 1.7 Vote. When there is a quorum, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation or of these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 1.8 Proxies. At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney. Each proxy shall be delivered to the Secretary of the Meeting or to the Inspectors of Election prior to voting thereon. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the proxy unless the stockholder so attending shall, in writing, so notify the Secretary of the Meeting at any time prior to the voting of the proxy. Each stockholder entitled to vote shall have one vote for each share of stock having voting power registered in his name at the time of the closing of the transfer books or on the date fixed as a record date for said meeting. In case the transfer books of the Corporation shall not have been closed and no date shall have been fixed by the Board of Directors as a record date for the determination of the stockholders entitled to vote, no share of stock shall be voted which has been transferred on the books of the Corporation within twenty days next preceding such vote.

Section 1.9 Inspectors of Election. At each meeting of stockholders for the election of directors the Chairman of the meeting shall appoint two persons, who need not be stockholders, to act as inspectors or judges of election. Except as otherwise required by law or by the Certificate of Incorporation, the inspectors or judges of election may, in the discretion of the Chairman, be similarly appointed to act at any other meeting of stockholders. No director or candidate for the office of director shall be appointed as such inspector or judge. Before entering upon the discharge of his duties, each inspector or judge shall first take and subscribe an oath faithfully to execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his ability. The inspectors or judges shall take charge of the polls and after the balloting shall make a certificate or report (as may be required by law) of the result of the vote taken, which certificate or report shall be filed with the minutes of the meeting.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1 Number, Election, Term of Office. The number of the directors shall be six, who need not be stockholders. The directors shall be elected at each annual meeting of the stockholders, except as provided in Section 2.3 of this Article, each director elected shall hold office until his successor shall be elected and shall qualify.

Section 2.2 Place of Meetings. Meetings of the Board of Directors may be held within or without the State of Delaware.

Section 2.3 Vacancies. If the office of any director becomes vacant for any reason, the remaining directors, even if only one, may by majority vote, choose a successor who shall hold office for the unexpired term in respect to which such vacancy occurred.

Section 2.4 Organization Meeting. Unless otherwise provided by the Board of Directors, the Board of Directors shall meet without notice immediately after the annual election of directors and at the place thereof, for the purpose of organization and the transaction of all other business which may come before such meeting.

Section 2.5 Stated Meetings. The Board of Directors may appoint the time and place for holding or the manner of calling and fixing the place of stated meetings of the Board, and such stated meetings shall be held at the times and places so appointed, without the necessity of any notice except as may have been specified by the Board of Directors. If notices be given of a stated meeting, it need not specify the business to be transacted thereat and if it does specify items of business, the meeting may nevertheless transact any other business.

Section 2.6 Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President or by a majority of the directors. Notice of any such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not later than three days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph or delivered personally or by telephone not later than the day before the day on which the meeting is to be held. Notice need not be given to any director if waived by him in writing (including telegram, cablegram or radiogram) or if he shall be present at the meeting. Any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given, if all the directors shall be present. The notice of a special meeting need not specify the business to be transacted and if it does specify items of business, the meeting may nevertheless transact any other business.

Section 2.7 Quorum and Manner of Acting. A majority of the directors in office at the time shall constitute a quorum for the transaction of business; and, except as otherwise required by statute or these By-Laws, the act of a majority of a quorum shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present, or one director if only one be present, may adjourn the meeting from time to time, until a quorum is present. No notice of any adjourned meeting need be given.

Section 2.8 Resignations. Any director may resign at any time either orally at any meeting of the Board of Directors or by giving written notice thereof to the President or Secretary of the Corporation. Such registration shall take effect at the time specified therein. The acceptance of such resignation shall not be necessary to make it effective.

Section 2.9 Executive Committee. The Board of Directors may appoint an Executive Committee, to consist of three or more of the directors, which to the extent provided by the Board of Directors shall have and may exercise the powers of the Board of Directors in the management of the business, affairs and property of the Corporation during the intervals between the meetings of the Board of Directors. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. Meetings shall be held when called by the President or a majority of the members of the Executive Committee. All of the provisions of these By-Laws relating to meetings of the Board of Directors and notice thereof and quorum and manner of acting shall be applicable to meetings of the Executive Committee.

Section 2.10 Other Committees. From time to time the Board of Directors, by the affirmative vote of a majority of the directors voting, may appoint other committees for any purpose or purposes, and such committees shall have such powers as shall be conferred upon them by the respective resolutions of appointment and as shall be permitted by law.

Section 2.11 Directors’ Fees. Directors, as such, shall not receive any stated salary for their services but by resolution of the Board of Directors a fixed sum and expenses for attendance, if any, may be allowed for attendance at meetings. Members of committees of the Board of Directors may be allowed like compensation and expenses for attending committee meetings. Any director may serve the Corporation in any other capacity and may receive compensation therefor.

ARTICLE III

OFFICERS AND AGENTS AND THEIR DUTIES

Section 3.1 Officers. The elected officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may appoint or authorize the President to appoint such other officers and agents as it shall, from time to time, deem necessary, who shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board of Directors or the President. Any two or more offices may be held by the same person.

Section 3.2 Term of Office. Officers shall hold office during the pleasure of the Board of Directors. Any officer, whether elected or appointed, may be removed at any time, either with or without cause, by the Board of Directors at any meeting. Any appointed officer may be removed at any time, either with or without cause, by the President.

Section 3.3 Vacancies. If any vacancy occurs in any elected office, the Board of Directors may elect a successor. A Vacancy in an appointed office may be filled by the Board of Directors or by the President.

Section 3.4 Compensation. The compensation of all elected officers shall be fixed from time to time by the Board of Directors, and of other officers may be fixed by the President.

Section 3.5 Chairman of the Board of Directors. The Chairman of the Board of Directors shall preside at meetings of the stockholders and the Board of Directors and shall perform such other duties as may from time to time be delegated to him by the Board of Directors.

Section 3.6 President. The President shall be the chief executive officer of the Corporation, and shall have general and active control of its business and affairs. In the absence of the Chairman of the Board of Directors, he shall preside at meetings of the stockholders and at meetings of the Board of Directors. He shall have general power to execute bonds, deeds and contracts in the name of the Corporation and to affix the corporate seal, to sign stock certificates, to formulate business policies to be followed in the operation of the Corporation, and to exercise all the powers usually appertaining to the office of President.

Section 3.7 Vice Presidents. The several Vice Presidents shall perform all such duties and services as shall be assigned to or required of them, from time to time, by the Board of Directors or the President, respectively, and, unless their authority be expressly limited, shall act, in the place of the President, exercising all his powers and performing his duties, during his absence or disability. The Board of Directors, however, may from time to time designate the relative position of the Vice Presidents of the Corporation and assign to any one or more of them such particular duties as the Board of Directors may think proper.

Section 3.8 Secretary. The Secretary shall, under the direction of the President, attend to the giving of notice of meetings of stockholders and of the Board of Directors and shall keep and attest true records of all proceedings thereat. He shall have charge of the corporate seal and have authority to attest instruments or writings to which the same may be affixed. He shall keep and account for all books, documents, papers and records of the Corporation, except those which are directed to be in charge of the Treasurer. He shall have authority to sign stock certificates, and shall generally perform all the duties usually appertaining to the office of secretary. In the absence of the Secretary, an assistant secretary or a secretary pro tempore may perform his duties.

Section 3.9 Treasurer. The Treasurer shall, under the direction of the President, have the care and custody of all moneys, funds and securities of the Corporation, and shall deposit or cause to be deposited all funds of the Corporation in and with such depositaries as the Board of Directors shall, from time to time, direct. He shall have power to sign stock certificates, to endorse for deposit or collection, or otherwise, all checks, drafts, notes, bills of exchange or other commercial paper payable to the Corporation, and to give proper receipts or discharges therefor. He shall keep all books of account relating to the business of the Corporation, and shall render a statement of the Corporation’s financial condition whenever required so to do by the Board of Directors or the President. In the absence of the Treasurer, an assistant treasurer may perform his duties.

Section 3.10 Authority to Exercise Voting and Other Rights Incidental to Securities of other Corporations. Unless otherwise ordered by the Board of Directors, the President, or, in the

event of his absence, unavailability or inability to act in the matter, any Vice President, or the Secretary or Treasurer is authorized to vote, represent and exercise on behalf of the Corporation, all rights incidental to securities of or business interests in any other corporation or business organization which this Corporation has the right to vote or exercise. The authority herein granted may be exercised either by such officers in person or by any person authorized to do so by proxy or power of attorney duly executed by said officers.

Section 3.11 Additional Powers and Duties. In addition to the foregoing especially enumerated duties and powers, the several officers of the Corporation shall perform such other duties and exercise such further powers as may be provided in these By-Laws or as the Board of Directors may, from time to time, determine, or as may be assigned to them by any competent superior officer.

ARTICLE IV

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 4.1 Each person who serves as a Director or Officer of the Corporation and each person who serves at the request of the Corporation as a director, officer or in other position of similar nature in another corporation in which the Corporation has an interest, and the legal representative of such persons, shall be indemnified by the Corporation against reasonable costs, expenses (exclusive of any amount paid to the Corporation in settlement) and counsel fees paid or incurred in connection with any action, suit or proceeding to which he or his legal representatives may be made a party by reason of his being or having been such director or officer or having occupied such other position, provided: either (1) that said action, suit or proceeding shall be prosecuted against such person or his legal representative to final determination, and it shall not be finally adjudged in said action, suit or proceeding that he had been derelict in the performance of his duties as such director or officer or in such other position; or (2) that said action, suit or proceeding shall be settled or otherwise terminated as against such person or his legal representative without a final determination on the merits and it shall be determined in such manner as is hereinafter provided, that he had not in any substantial way been derelict in the performance of his duties as charged in such action, suit or proceeding.

Section 4.2 The right of indemnification in this section provided shall inure to each person hereinbefore referred to whether or not he is a director or officer at the time such costs, expenses and counsel fees are imposed or incurred, and whether or not the claim asserted against him is based on matters which antedate the adoption of this Article except that it shall not inure to the benefit of any person whose connection with the Corporation terminated prior to the time of the adoption of this By-Law. The right of indemnification herein provided for, however, shall not be deemed exclusive of, but shall be in addition to, any other right to which any such person may be entitled.

Section 4.3 The Board of Directors of the Corporation at a meeting at which a majority of the quorum is unaffected by self-interest (notwithstanding that other members of the quorum present but not voting may be so affected) shall determine the propriety and reasonableness of any indemnity claimed under this Article, and such determination shall be final

and conclusive. If, however, a majority of a quorum of the Board which is unaffected by self-interest and willing to act is not obtainable, the Board in its discretion may: (1) appoint from among the directors who are not affected by self-interest or from among the stockholders who are not Directors or Officers of the Corporation, a committee of two or more persons to consider and determine any such question, or (2) cause any such question to be determined by an impartial arbitrator appointed by a Chancellor, Vice Chancellor or other person of similar position of The Court of Chancery of the State of Delaware; and the determination of such committee, or the decision rendered by such arbitrator, shall be final and conclusive.

ARTICLE V

STOCK AND TRANSFER OF STOCK

Section 5.1 Stock Certificates. Every stockholder shall be entitled to a certificate signed by the President, or a Vice President and the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him in the Corporation and that the same are fully paid and nonassessable. If such certificate is signed by a transfer agent, the signature of the officers authorized to execute such certificate may be facsimile. The seal of the Corporation need not be affixed to stock certificates.

Section 5.2 Transfer Agents and Registrars. The Board of Directors may, in its discretion, appoint responsible banks or trust companies in such city or cities as the Board of Directors may deem advisable, from time to time, to act as transfer agents and/or registrars of the stock of the Corporation; and upon such appointments being made, no stock certificate shall be valid until so countersigned.

Section 5.3 Transfer of Stock. Upon surrender to the Corporation or its transfer agent of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer (all authenticated in such manner as the Corporation or its transfer agent may reasonably require) it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction on its books; but the Corporation shall be entitled for all purposes to treat the holder of record of any share or shares of stock as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof.

Section 5.4 Lost Certificates. In case any certificate of stock shall be lost, stolen or destroyed, the Board of Directors, in its discretion, may authorize the issue of a substitute certificate in place of the certificate so lost, stolen or destroyed, and may cause such substitute certificate to be countersigned by the appropriate transfer agent or registrar (if any); provided, that, in each such case, the applicant for a substitute certificate shall furnish to the Corporation and to such of its transfer agents and/or registrars as may require the same, evidence to their satisfaction, in their discretion, of the loss, theft or destruction of such certificate and of the ownership thereof, and also such security or indemnity as may be required by the Board of Directors.

Section 5.5 Signatures on Stock Certificates. In case any officer or officers who have signed or whose facsimile signature or signatures have been used on any certificate or certificates representing stock of the Corporation shall cease to hold the office in respect of which such certificate is so signed, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation, such certificate or certificates are nevertheless hereby adopted by the Corporation and may be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Fiscal Year. The fiscal year of the Corporation shall be from September 1 of each year through August 31 of the succeeding year.

Section 6.2 Surety Bonds. Such officers or agents of the Corporation as the Board of Directors may direct, from time to time, shall be bonded for the faithful performance of their duties, in such amounts as the Board of Directors may determine. The premiums on such bonds shall be paid by the Corporation.

Section 6.3 Signature of Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officers or other employees and in such manner as, from time to time, may be prescribed by resolution (whether general or special) of the Board of Directors.

Section 6.4 Record Date. In lieu of closing the stock transfer books of the Corporation, the Board of Directors may fix in advance a date, not exceeding fifty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock.

ARTICLE VII

AMENDMENTS

Section 7.1 These By-Laws may be altered, added to or amended at any meeting of the Board of Directors.

EX-3.9

Exhibit 3.9

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Falcon Manufacturing Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, field with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the name of this Corporation be changed from Falcon Manufacturing Acquisition Corp to Falcon Foam Corporation, and Article First of the Certificate of Incorporation of the Corporation shall be amended to read as follows:

FIRST: The name of the corporation is Falcon Foam Corporation (the “Corporation”).

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

WITNESS WHEREOF, said Falcon Manufacturing Acquisition Corp. has caused this certificate to be signed by William F. Dent its Vice President this 19^th day of January 1996.

CERTIFICATE OF INCORPORATION

OF

FALCON MANUFACTURING ACQUISITION CORP.

FIRST: The name of the corporation is Falcon Manufacturing Acquisition Corp., (the “Corporation”).

SECOND: The address of the registered office of the Corporation in Delaware is c/o Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100, Dover, Kent County, Delaware 19904.

THIRD; The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 200 shares of Common Stock, $0.01 par value.

FIFTH: The name and mailing address of the sole incorporator of the Corporation are as follows:

Friedman & Kaplan LLP

875 Third Avenue

New York, New York 10022

Attention: Marilyn W. Fisch, Esq.

SIXTH: The following provisions are inserted for purposes of the management of the business and conduct of the affairs of the Corporation and for creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

(a) The number of directors of the Corporation shall be fixed and may be altered from time to time in the manner provided in the By-Laws, and vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled, and directors may be removed, as provided in the By-Laws.

(b) The election of directors may be conducted in any manner approved by the stockholders at the time when the election is held and need not be by ballot.

(c) All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the By-Laws) shall be vested in and exercised by the Board of Directors.

(d) The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation, except to the extent that the By-Laws or this Certification of Incorporation otherwise provide.

EIGHTH; The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon stockholders or directors are granted subject to this reservation.

NINTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acto or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

TENTH; Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors of the Corporation in accordance with the By-Laws of the Corporation.

EX-3.10

Exhibit 3.10

FALCON MANUFACTURING ACQUISITION CORP.

BYLAWS

As adopted as of August 25, 1995

TABLE OF CONTENTS

ARTICLE I — STOCKHOLDERS		1
Section 1.01	Annual Meeting	1
Section 1.02	Special Meetings	1
Section 1.03	Notice of Meetings; Waiver	1
Section 1.04	Quorum	2
Section 1.05	Voting	2
Section 1.06	Voting by Ballot	3
Section 1.07	Adjournment	3
Section 1.08	Proxies	3
Section 1.09	Organization; Procedure	4
Section 1.10	Consent of Stockholders in Lieu of Meeting	4
ARTICLE II — BOARD OF DIRECTORS
Section 2.01	General Powers	4
Section 2.02	Number and Term or Office	4
Section 2.03	Election of Directors	5
Section 2.04	Annual and Regular Meetings	5
Section 2.05	Special Meetings; Notice	5
Section 2.06	Quorum; Voting	6
Section 2.07	Adjournment	6
Section 2.08	Action Without a Meeting	6
Section 2.09	Regulations; Manner of Acting	6
Section 2.10	Action by Telephonic Communications	6
Section 2.11	Resignations	7
Section 2.12	Removal or Directors	7
Section 2.13	Vacancies and Newly Created Directorships	7
Section 2.14	Compensation	7
Section 2.15	Reliance on Accounts and Reports, etc	8
ARTICLE III — EXECUTIVE COMMITTEE AND OTHER COMMITTEES		8
Section 3.01	How Constituted	8
Section 3.02	Powers	9
Section 3.03	Proceedings	10
Section 3.04	Quorum and Manner of Acting	10
Section 3.05	Action by Telephonic Communications	10
Section 3.06	Resignations	10
Section 3.07	Removal	11
Section 3.08	Vacancies	11
ARTICLE IV — OFFICERS		11
Section 4.01	Number	11
Section 4.02	Election	11

Section 4.03	Salaries	11
Section 4.04	Removal and Resignations; Vacancies	12
Section 4.05	Authority and Duties of Officers	12
Section 4.06	The Chairman of the Board	12
Section 4.07	The President	13
Section 4.08	The Vice President	13
Section 4.09	The Secretary	13
Section 4.10	The Treasurer	15
Section 4.11	Additional Officers	16
Section 4.12	Security	16
ARTICLE V — CAPITAL STOCK		16
Section 5.01	Certificates of Stock, Uncertificated Shares	16
Section 5.02	Signatures; Facsimile	16
Section 5.03	Lost, Stolen or Destroyed Certificates	17
Section 5.04	Transfer of Stock	17
Section 5.05	Record Date	17
Section 5.06	Registered Stockholders	18
Section 5.07	Transfer Agent and Registrar	18
ARTICLE VI — INDEMNIFICATION		18
Section 6.01	Indemnification	18
Section 6.02	Definition	19
ARTICLE VII — OFFICES		19
Section 7.01	Registered Office	19
Section 7.02	Other Offices	19
ARTICLE VIII — GENERAL PROVISIONS		19
Section 8.01	Dividends	20
Section 8.02	Reserves	20
Section 8.03	Execution of Instruments	20
Section 8.04	Corporate Indebtedness	20
Section 8.05	Deposits	21
Section 8.06	Checks	21
Section 8.07	Sale, Transfer, etc. of Securities	21
Section 8.08	Voting as Stockholder	21
Section 8.09	Fiscal Year	21
Section 8.10	Seal	22
Section 8.11	Books and Records: Inspection	22
ARTICLE IX — AMENDMENT OF BY-LAWS		22
Section 9.01	Amendment	22
ARTICLE X — CONSTRUCTION		22
Section 10.01		22

FALCON MANUFACTURING ACQUISITION CORP.

BYLAWS

As adopted as of August 25, 1995

ARTICLE I

STOCKHOLDERS

1.01 Annual Meeting. The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, and at 9:00 A.M. on the second Wednesday of each March of each year (or, if such day is a legal holiday, then on the next succeeding business day), or at such other date and hour, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting.

1.02 Special Meetings. Special meetings of the stockholders may be called at any time by the President (or, in the event of his absence or disability, by any Vice President), or by the Board of Directors. A special meeting shall be called by the President (or, in the event of his absence or disability, by any Vice President), or by the Secretary, immediately upon receipt of a written request therefor by stockholders holding in the aggregate not less than 20% of the outstanding shares of the Corporation at the time entitled to vote at any meeting of the stockholders. If such officers or the Board of Directors shall fail to call such meeting within 20 days after receipt of such request, any stockholder executing such request may call such meeting. Any such special meeting of the stockholders shall be held at such places, within or without the State of Delaware, as shall be specified in the notice or waiver of notice purpose or purposes for which such meeting is called, to be given personally or by mail, not less than ten nor more than sixty days before the date of the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been given to a stockholder when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the record of stockholders of the Corporation, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, then directed to him at such other address. Such further notice shall be given as may be required by law.

Whenever notice is required to be given to stockholders hereunder, a written waiver, signed by a stockholder, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a written waiver of notice. The attendance of any stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 1.04 Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.

Section 1.05 Voting. If, pursuant to Section 5.05 of these By-Laws, a record date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share outstanding in his name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law or by the Certificate of Incorporation, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.

Section 1.06 Voting by Ballot. No vote of the stockholders need be taken by written ballot or conducted by inspectors of election, unless otherwise required by law. Any vote which need not be taken by ballot may be conducted in any manner approved by the meeting.

Section 1.07 Adjournment. If a quorum is not present at any meeting of the stockholders, the stockholders present in person or by proxy shall have the power to adjourn any such meeting from time to time until a quorum is present. Notice of any adjourned meeting of the stockholders of the Corporation need not be given if the place, date and hour thereof are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice of the adjourned meeting, conforming to the requirements of Section 1.03 hereof, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.

Section 1.08 Proxies. Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action without a meeting may, by a written instrument signed by such stockholder or his attorney-in-fact, authorize another person or persons to vote at any such meeting and express such consent or dissent for him by proxy. No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary.

Section 1.09 Organization; Procedure. At every meeting of stockholders the presiding officer shall be the President or, in the event of his absence or disability, a presiding officer chosen by a majority of the stockholders present in person or by proxy. The Secretary, or in the event of his absence or disability, the Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding officer, shall act as Secretary of the meeting. The order of business and all other matters of procedure at every meeting of stockholders may be determined by such presiding officer.

Section 1.10 Consent of Stockholders in Lieu of Meeting. To the fullest extent permitted by law, whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, such action may be taken without a meeting, without prior notice and without a vote of stockholders, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not so consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01 General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation.

Section 2.02 Number and Term or Office. The number of Directors constituting the entire Board of Directors shall be two, which number may be modified from time to time by resolution of the Board of Directors, but in no event shall the number of Directors be less than one. Each Director (whenever elected) shall hold office until his successor has been duly elected and qualified, or until his earlier death, resignation or removal.

Section 2.03 Election of Directors, Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at each annual meeting of the stockholders. If the annual meeting for the election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon thereafter as convenient. At each meeting of the stockholders for the election of Directors, provided a quorum is present, the Directors shall be elected by a plurality of the votes validly cast in such election.

Section 2.04 Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of the stockholders at the place of such annual meeting of the stockholders. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meetings. Notice of regular meetings need not be given, provided, however, that if the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be mailed promptly, or sent by telegram, radio or cable, to each Director who shall not have been present at the meeting at which such action was taken, addressed to him at his usual place of business, or shall be delivered to him personally. Notice of such action need not be given to any Director who attends the first regular meeting after such action is taken without protesting the lack of notice to him, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

Section 2.05 Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the President or, in the event of his absence or disability, by any Vice President, at such place (within or without the Sate of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings.

Special meetings of the Board of Directors may be called on 24 hours’ notice, if notice is given to each Director personally or by telephone or telegram, or on five days’ notice, if notice is mailed to each Director, addressed to him at his usual place of business. Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting, and any business may be transacted thereat.

Section 2.06 Quorum; Voting. At all meetings of the Board of Directors, the presence of a majority of the total authorized number of Directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors

Section 2.07 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.05 shall be given to each Director.

Section 2.08 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 2.09 Regulations; Manner of Acting. To the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate. The Directors shall act only as a Board, and the individual Directors shall have no power as such.

Section 2.10 Action by Telephonic Communications. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 2.11 Resignations. Any Director may resign at any time by delivering a written notice of resignation, signed by such Director, to the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 2.12 Removal or Directors. Any Director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote for the election of such Director, cast at a special meeting of stockholders called for that purpose. Any vacancy in the Board of Directors caused by any such removal may be filled at such meeting by the stockholders entitled to vote for the election of the Director so removed. If such stockholders do not fill such vacancy at such meeting (or in the written instrument effecting such removal, if such removal was effected by consent without a meeting), such vacancy may be filled in the manner provided in Section 2.13 of these By-Laws.

Section 2.13 Vacancies and Newly Created Directorship. If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum. A Director elected to fill a vacancy or a newly created directorship shall hold office until his successor has been elected and qualified or until his earlier death, resignation or removal. Any such vacancy or newly created directorship may also be filled at any time by vote of the stockholders.

Section 2.14 Compensation. The amount, if any, which each Director shall be entitled to receive as compensation for his services as such shall be fixed from time to time by resolution of the Board of Directors.

Section 2.15 Reliance on Accounts and Reports, etc. A member of the Board of Directors, or a member of any Committee designated by the Board of Directors, shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or Committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, including without limitation independent certified public accountants and appraisers.

ARTICLE III

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 3.01 How Constituted. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more Committees, including an Executive Committee, each such Committee to consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any such Committee, who may replace any absent or disqualified member or members at any meeting of such Committee. In addition, unless the Board of Directors has so designated an alternate member of such Committee, in the absence or disqualification of a member of such Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Thereafter, members (and alternate members, if any) of each such Committee may be designated at the annual meeting of the Board of Directors. Any such Committee may be abolished or redesignated from time to time by the Board of Directors. Each member (and each alternate member) of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his successor shall have been designated or until he shall cease to be a Director, or until his earlier death, resignation or removal.

Section 3.02 Powers. During the intervals between the meetings of the Board of Directors, the Executive Committee, if created by the Board of Directors, and except as otherwise provided in this section, shall have and may exercise all the powers and authority of the Board of Directors in the management of the property, affairs and business of the Corporation, including the power to declare dividends and to authorize the issuance of stock. Each such other Committee, except as otherwise provided in this section, shall have and may exercise such powers of the Board of Directors as may be provided by resolution or resolutions of the Board of Directors. Neither the Executive Committee nor any such other Committee shall have the power or authority:

(a) to amend the Certificate of Incorporation (except that a Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series),

(b) to adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law,

(c) to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets,

(d) to recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution,

(e) to amend the Bylaws of the Corporation,

(f) to declare a dividend,

(g) to authorize the issuance of stock, or

(h) to adopt the issuance of a certificate of ownership and merger under Section 252 of the General Corporation Law.

The Executive Committee shall have, and any such other Committee may be granted by the Board of Directors, power to authorize the seal of the Corporation to be affixed to any or all papers which may require it.

Section 3.03 Proceedings. Each such Committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time. Each such Committee shall keep minutes of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following any such proceeding.

Section 3.04 Quorum and Manner of Acting. Except as may be otherwise provided in the resolution creating such Committee, at all meetings of any Committee the presence of members (or alternate members) constituting a majority of the total authorized membership of such Committee shall constitute a quorum for the transaction of business. The act of the majority of the members present at any meeting at which a quorum is present shall be the act of such Committee. Any action required or permitted to be taken at any meeting of any such Committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing and such writing or writings are filed with the minutes of the proceedings of the Committee. The members of any such Committee shall act only as a Committee, and the individual members of such Committee shall have no power as such.

Section 3.05 Action by Telephonic Communications. Members of any Committee designated by the Board of Directors may participate in a meeting of such Committee by means of Conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 3.06 Resignations. Any member (and any alternate member) of any Committee may resign at any time by delivering a written notice of resignation, signed by such member, to the Chairman or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.07 Removal. Any member (any alternate member) of any Committee may be removed at any time, either with or without cause, by resolution adopted by a majority of the whole Board of Directors.

Section 3.08 Vacancies. If any vacancy shall occur in any Committee, by reason of absence, disqualification, death, resignation, removal or otherwise, the remaining members (and any alternate members) shall continue to act, and any such vacancy may be filled by the Board of Directors or the remaining members of the Committee as provided in Section 3.01 hereof.

ARTICLE IV

OFFICERS

Section 4.01 Number. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors also may elect one or more Assistant Secretaries and Assistant Treasurers in such numbers as the Board of Directors may determine, any may also elect a Chairman of the Board. Any number of offices may be held by the same person. No officer need be a Director of the Corporation.

Section 4.02 Election. Unless otherwise determined by the Board of Directors, the officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors. In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board of Directors. Each officer shall hold office until his successor has been elected and qualified, or until his earlier death, resignation or removal.

Section 4.03 Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4.04 Removal and Resignations; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors. Any officer may resign at any time by delivering a written notice of resignation, signed by such officer, to the Board of Directors or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors.

Section 4.05 Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these Bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

Section 4.06 The Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and directors, shall be the chief executive officer of the Corporation and, together with the President and subject to the directions of the Board of Directors, shall have general control and supervision of the business and operations of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a Chairman of the Board of a corporation. He shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Corporation is affixed. He shall have the authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or agent elected or appointed by the Chairman of the Board, the President or the Board of Directors. The Chairman of the Board shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.07 The President. The President shall be the chief operating officer of the Corporation and, together with the Chairman of the Board and subject to the directions of the Board of Directors, shall have general control and supervision of the policies and operations of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. In the absence of the Chairman of the Board, the President shall preside at all meetings of the stockholders and directors. He shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief operating officer of a corporation. He shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Corporation is affixed. He shall have the authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or agent elected or appointed by the Chairman of the Board, the President or the Board of Directors. The President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.08 The Vice President. Each Vice President shall perform such duties and exercise such powers as may be assigned to him from time to time by the President. In the absence of the President, the duties of the President shall be performed and his powers may be exercised by such Vice President and shall be designated by the President, or failing such designation, such duties shall be performed and such powers may be exercised by each Vice President in the order of their earliest election to that office; subject in any case to review and superseding action by the President.

Section 4.09 The Secretary. The Secretary shall have the following powers and duties:

(a) He shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders and of the Board of Directors in books provided for that purpose.

(b) He shall cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by law.

(c) Whenever any Committee shall be appointed pursuant to a resolution of the Board of Directors, he shall furnish a copy of such resolution to the members of such Committee.

(d) He shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these Bylaws, and when so affixed he may attest to same.

(e) He shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate of Incorporation or these Bylaws.

(f) He shall have charge of the stock books and ledgers of the Corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each became such holder of record.

(g) He shall sign (unless the Treasurer, an Assistant Treasurer or Assistant Secretary shall have signed) certificates representing shares of the Corporation the issuance of which shall have been authorized by the Board of Directors.

(h) He shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these Bylaws or as may be assigned to him from time to time by the Board of Directors, or the President.

Section 4.10 The Treasurer. The Treasurer shall be the chief financial officer of the corporation and shall have the following powers and duties:

(a) He shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and shall keep or cause to be kept full and accurate records of all receipts of the Corporation.

(b) He shall cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected in accordance with Section 8.05 of these Bylaws.

(c) He shall cause moneys of the Corporation to be disbursed by checks or drafts (signed as provided in Section 8.06 of these Bylaws) upon the authorized depositories of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.

(d) He shall render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the Corporation and of all his transactions as Treasurer, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.

(e) He shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation.

(f) He may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing stock of the Corporation the issuance of which shall have been authorized by the Board of Directors.

(g) He shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these By-Laws or as may be assigned to him from time to time by the Board of Directors, or the President.

Section 4.11 Additional Officers. The Board of Directors may appoint such other officers and agents as it my deem appropriate, and such other officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors. The Board of Directors from time to time may delegate to any officer or agent the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any such officer or agent may remove any such subordinate officer or agent appointed by him, with or without cause.

Section 4.12 Security. The Board of Directors may direct that the Corporation secure the fidelity of any or all of its officers or agents by bond or otherwise.

ARTICLE V

CAPITAL STOCK

Section 5.01 Certificates of Stock, Uncertificated Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until each certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock in the Corporation represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation, by the Chairman of the Board, President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form. Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws.

Section 5.02 Signatures; Facsimile. All of such signatures on the certificate may be a facsimile, engraved or printed, to the extent permitted by law. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.03 Lost, Stolen or Destroyed Certificates. The Secretary of the Corporation may cause a new certificate to be issued in place of any certificate theretofore

issued by the Corporation, alleged to have been lost, stolen or destroyed, upon delivery to the Secretary of an affidavit of the owner or owners of such certificate, or his or their legal representative setting forth such allegation. The Secretary may require the owner or owners of such lost, stolen or destroyed certificate, or his or their legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 5.04 Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Section 151, 156, 202(a) or 218 (a) of the General Corporation Law. Subject to the provisions of the Certificate of Incorporation and these Bylaws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

Section 5.05 Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5.06 Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim interests. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.

Section 5.07 Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and registrars, and may require all Certificates representing shares to bear the signature of any such transfer agents or registrars.

ARTICLE VI

INDEMNIFICATION

Section 6.01 Indemnification. The Corporation shall, to the fullest extent permitted by applicable law from time to time in effect, indemnify any and all persons who may serve or who have served at any time as Directors or officers of the Corporation, or who at the

request of the Corporation may serve or at any time have served as Directors or officers of another corporation (including subsidiaries of the Corporation) or of any partnership, joint venture, trust or other enterprise, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said law. Such indemnification shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may also indemnify any and all other persons whom it shall have power to indemnify under any applicable law from time to time in effect to the extent authorized by the Board of Directors and permitted by such law. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under any provision of the Certificate of Incorporation, other Bylaw, agreement, vote of stockholders or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 6.02 Definition. For purposes of this Article, the term “Corporation” shall include constituent corporations referred to in Subsection (h) of Section 145 of the General Corporation Law (or any similar provision of applicable law at the time in effect).

ARTICLE VII

OFFICES

Section 7.01 Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent.

Section 7.02 Other Offices. The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01 Dividends. Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and any such dividend may be paid in cash, property, or shares of the Corporation.

Section 8.02 Reserves. There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may similarly modify or abolish any such reserve.

Section 8.03 Execution of Instruments. The President, any Vice President, the Secretary or the Treasurer may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors or the President may authorize any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization may be general or limited to specific contracts or instruments.

Section 8.04 Corporate Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all the properties, including contract rights, assets, business or good will of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

Section 8.05 Deposits. Any funds of the Corporation may be deposited from time to time in such banks, trust companies or other depositaries as may be determined by the Board of Directors or the President, or by such officers or agents as may be authorized by the Board of Directors or the President to make such determination.

Section 8.06 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board of Directors or the President from time to time may determine.

Section 8.07 Sale, Transfer, etc, of Securities. To the extent authorized by the Board of Directors or by the President, any Vice President, the Secretary or the Treasurer or any other officers designated by the Board of Directors or the President may sell, transfer, endorse, and assign any shares of stock, bonds or other securities owned by or held in the name of the Corporation, and may make, execute and deliver in the name of the Corporation, under its corporate seal, any instruments that may be appropriate to effect any such sale, transfer, endorsement or assignment.

Section 8.08 Voting as Stockholder. Unless otherwise determined by resolution of the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation in which the Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock. Such officers acting on behalf of the Corporation shall have full power and authority to execute any instrument expressing consent to or dissent from any action of any such corporation without a meeting. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

Section 8.09 Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January of each year (except for the Corporation’s first fiscal year which shall commence on the date of incorporation) and shall terminate in each case on December 31.

Section 8.10 Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal shall be subject to alteration by the Board of Directors. The sale may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 8.11 Books and Records: Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 9.01 Amendment. These Bylaws may be amended, altered or repealed:

(a) by resolution adopted by a majority of the Board of Directors at any special or regular meeting of the Board if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting; or

(b) at any regular or special meeting of the stockholders if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.

ARTICLE X

CONSTRUCTION

Section 10.01 In the event of any conflict between the provisions of these Bylaws as in effect from time to time and the provisions of the certificate of incorporation of the Corporation as in effect from time to time, the provisions of such certificate of incorporation shall be controlling.

EX-3.11

Exhibit 3.11

CERTIFICATE OF FORMATION

OF

INTEGREX VENTURES LLC

1. The name of the limited liability company is INTEGREX VENTURES LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of formation shall be effective on February 8, 2000.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of INTEGREX VENTURES LLC this 8^th day of February, 2000.

/s/ C. Michael Gegenheimer

C. Michael Gegenheimer

Vice President

EX-3.12

Exhibit 3.12

OPERATING AGREEMENT

OF

INTEGREX VENTURES LLC

This OPERATING AGREEMENT (the “Agreement”) of Integrex Ventures LLC (the “Company”), a limited liability company formed under the laws of the State of Delaware, is made by the sole member thereof, Owens Corning, a Delaware corporation, and shall be effective as of the Effective Date.

ARTICLE I.

FORMATION

1.1. Organization. The Member has organized the Company as a Delaware limited liability company pursuant to the provisions of the Act.

1.2. Effect of Inconsistencies with the Act. The terms and conditions of this Agreement, as it may from time to time be amended according to its terms, shall govern the conduct and affairs of the business of the Company. It is the express intention that this Agreement shall be the sole source of governance of the Company, and, except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Agreement, and the Member shall be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Agreement. The duties and obligations imposed on the Member as such shall be those set forth in this Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Act or common law to the contrary.

1.3. Name. The name of the Company is Integrex Ventures LLC, and all business of the Company shall be conducted under that name or under any other name, but in any case, only to the extent permitted by applicable law.

1.4. Effective Date. This Agreement shall become effective as of February 8, 2000.

1.5. Term. The Company shall exist for a period of duration that shall be perpetual, unless the term shall be shortened by amendment to this Agreement and the Articles, or unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

1.6. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Articles as filed in the office of the Secretary of State. The Member may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

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1.7. Principal Office. The Principal Office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio.

ARTICLE II.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

2.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

2.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

2.3. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

2.4. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

2.5. Articles. The Articles of Organization of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

2.6. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

2.7. Code. The Internal Revenue Code of 1986 as amended from time to time, or any corresponding provision of any succeeding law.

2.8. Commitment. The obligation of a Member or Assignee to make a Capital Contribution in the future.

2.9. Company. Integrex Ventures LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

2.10. Company Property. Any Property owned by the Company.

2.11. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

2.12. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article VIII.

2.13. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

2.14. Initial Contribution. The Contribution agreed to be made by the Member as described in Article VII.

2.15. Initial Member. Owens Corning, a Delaware corporation.

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2.16. Member. The Person executing this Agreement, any transferee of a Member, or any Additional Member. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

2.17. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

2.18. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

2.19. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

2.20. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

2.21. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

RIGHTS AND DUTIES OF THE MEMBER

5.1. Management Committee. The Member shall have the sole right to appoint a Management Committee to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.2. Liability of the Member. The Member shall not be personally liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

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ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Management Committee. The business and affairs of the Company shall be managed by a management committee (the “Management Committee”), which shall consist of not fewer than three (3) individuals. The Management Committee shall be appointed by the Member. Decisions of the Management Committee shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Management Committee shall be held at the principal place of business of the Company or at any other place that a majority of the members of the Management Committee determine. In the alternative, meetings may be held by conference telephone, provided that each member of the Management Committee can hear the others. The presence of members of the Management Committee entitled to exercise a majority of the voting power on the Management Committee (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any two members of the Management Committee may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 1.7, upon at least ten (10) business days’ prior written notice to the other members. The Management Committee also may make decisions, without holding a meeting, by written consent of all of the members of the Management Committee sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the members of the Management Committee promptly after the meeting.

6.1.2. Votes of the members of the Management Committee shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the members of the Management Committee shall serve in that capacity without compensation from the Company, but will be reimbursed for expenses as provided herein.

6.2. Appointment, Removal, and Resignation. The Management Committee may appoint such Company officers as the Management Committee shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Management Committee shall determine in its sole discretion. Any officer of the Company may be removed without liability to the Company, with or without cause by the Management Committee. The Management Committee may fill or not fill any vacancy in any office in its sole discretion.

6.3. Management Committee’s Powers in General. Except as otherwise provided herein, the Management Committee shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Management Committee.

6.4. Limitation on Powers. The Management Committee may not, without the consent of the Member, do any of the following:

6.4.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

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6.4.2. Merge or consolidate with any other person;

6.4.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.4.4. Do any act in contravention of this Agreement or the Articles;

6.4.5. Do any act that would make it impossible to carry on the business of the Company; or

6.4.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

6.5. Exculpation and Indemnification.

6.5.1. The Member shall look solely to the assets of the Company for return of the Member’s investment; and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return the Member’s investment, the Member shall have no recourse against any officer or member of the Management Committee.

6.5.2. For purposes of this Section 6.5, the termination of any action, suit, or proceeding by judgment, order, settlement, or otherwise adverse to any officer or any member of the Management Committee shall not, of itself, create a presumption that the conduct of the officer or member of the Management Committee constitutes the improper receipt of personal benefits.

6.5.3. No amendment or repeal of any provision of this Section 6, directly or by adoption of an inconsistent provision hereof, shall apply to or have any effect on any liability or alleged liability of any officer or member of the Management Committee for or with respect to any acts or omissions of such persons occurring prior to such amendment or repeal.

ARTICLE VII.

CONTRIBUTIONS

7.1. Initial Contributions. The Member shall make the Contribution described for the Member on Exhibit A. No interest shall accrue on any Contribution and the Member shall not have the right to withdraw or be repaid any Contribution except as provided in this Agreement.

7.2. Additional Contributions. In addition to the Initial Contribution, the Member may make additional contributions. Except to the extent of the Member’s unpaid Commitment, the Member shall not be obligated to make any additional contributions.

ARTICLE VIII.

DISTRIBUTIONS

8.1. Distributions. Except as provided in paragraph 2 of this Article VIII, the Company may make distributions to the Member as determined by the Member from time to time in accordance with this Agreement.

8.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

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ARTICLE IX.

TAXES

9.1. Elections. The Member may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article VIII.

9.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

ARTICLE X.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

10.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may Dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be Admitted as a Member at the time the transfer is completed.

10.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

10.3. Effect of Admission. Upon the admission of an Additional Member, the Members shall adopt a written operating agreement as provided by the Act.

ARTICLE XI.

DISSOLUTION AND WINDING UP

11.1. Dissolution. The Company shall be dissolved and its affairs wound up upon the first to occur of the following events:

11.1.1. the expiration of the Term, if amended;

11.1.2. upon the written election of the Member.

11.2. Effect of Dissolution. Upon dissolution, the Company shall cease carrying on, as distinguished from the winding up of, the Company business, and shall continue until the winding up of the affairs of the Company is completed and the Certificate of Dissolution has been delivered to the Secretary of State.

11.3. Distribution of Assets on Dissolution. Upon the winding up of the Company, the Company Property shall be distributed:

11.3.1. to creditors, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of Company Liabilities;

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11.3.2. to the Member. Such distributions shall be in cash or Property or partly in both, as determined by the Member.

11.4. Winding Up and Certificate of Dissolution. The winding up of the Company shall be completed when all debts, liabilities, and obligations of the Company have been paid and discharged or reasonably adequate provision therefore has been made, and all of the remaining property and assets of the Company have been distributed to the Member. Upon the completion of winding up of the Company, a Certificate of Dissolution shall be delivered to the Secretary of State for filing. The Certificate of Dissolution shall set forth the information required by the Act.

ARTICLE XII.

AMENDMENT

12.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

12.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIII.

MISCELLANEOUS PROVISIONS.

13.1. Entire Agreement. This Agreement represents the entire Agreement of the sole Member of the Company.

13.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING

By:

Title:

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EXHIBIT A

Member	Initial Contribution	Number of Units	Percentage of Ownership
Owens Corning	$1,000	1	100%

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EX-3.13

Exhibit 3.13

CERTIFICATE OF INCORPORATION

OF

IPM INC.

* * * * *

1. The name of the corporation is

IPM INC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is:

To consolidate the investments in Owens-Corning Fiberglas Corporation’s foreign subsidiaries and affiliates into a holding corporation responsible for the maintenance and management of dividends from such subsidiaries and affiliates, and to transact such other business as is proper under the Delaware Corporation law.

4. The total number of shares of stock which the corporation shall have authority to issue is One Hundred (100) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Hundred Dollars ($100.00).

5. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
K. A. Widdoes	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof

present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws, expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 25th day of October, 1991.

EX-3.14

Exhibit 3.14

CONSENT IN LIEU OF AN ANNUAL MEETING

OF THE STOCKHOLDERS OF

IPM INC.

The undersigned, being the sole stockholder of IPM INC., a Delaware corporation (the “Corporation”), in lieu of holding an annual meeting, hereby adopts the following resolutions by unanimous written consent pursuant to Section 228 of the General Corporation Law of Delaware:

RESOLVED, that the By-Laws of the Corporation hereby are amended as follows:

Section 2 of Article II. of the By-Laws hereby is amended in its entirety to read as follows:

“Section 2. Commencing with the year 1999, an annual meeting of stockholders shall be held on the twentieth (20th) day of November in each year. If such day is a legal holiday, then the annual meeting shall be held on the next succeeding day that is not a legal holiday. If the annual meeting is not held on the day specified herein, then it shall be held on such other day as shall be designated by the board of directors and stated in the notice of the meeting. At the annual meeting the stockholders shall elect a board of directors by a plurality vote and shall transact such other business as may properly be brought before the meeting.”

Section 5 of Article III. of the By-Laws hereby is amended in its entirety to read as follows:

“Section 5. The first meeting of each newly elected board of directors shall be held immediately following and at the same place as the annual meeting of stockholders and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time and place, the meeting may be held at such other time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.”

Section 7 Article III of the By-Laws hereby is amended in its entirety to read as follows:

“Section 7. Special meetings of the board of directors may be called by the president on three (3) days’ notice to each director, either personally, or by mail, telegram, facsimile or similar transmission equipment. Special meetings also shall be called by the president or secretary in like manner and on like notice on the written request of two (2) directors; unless the board consists of only one (1) director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.”

FURTHER RESOLVED, that the following persons hereby are elected the directors of the Corporation, to hold office for the term provided in the By-Laws:

Mark A. Faulkner

John P. Gamiewski, Jr.

C. Jackson Snyder

FURTHER RESOLVED, that all lawful actions taken by the directors since the last annual meeting of stockholders hereby are approved, ratified and confirmed.

The actions taken by this consent shall have the same force and effect as if taken by the undersigned at an annual meeting of the stockholders of the Corporation, duly called and constituted pursuant to the laws of the State of Delaware and the Corporation’s By-Laws.

IPM INC.

* * * * *

B Y – L A W S

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Wilmington, State of Delaware, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1992, shall be held on the third Wednesday of November if not a legal holiday, and if a legal holiday,

then on the next secular day following, at M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be three. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and

shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on thirty days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151 (a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation,

recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall

have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202 (a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit

of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than

sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.15

Exhibit 3.15

CERTIFICATE OF INCORPORATION OF JEFFERSON HOLDINGS, INC.

I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows:

FIRST. The name of the corporation is Jefferson Holdings, Inc.

SECOND. The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, in the County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is 1,000. All such shares are to be Common Stock, no par value, and are to be of one class.

FIFTH. The incorporator of the corporation is Steven A. Navarro, whose mailing address is c/o Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178.

SIXTH. Unless and except to the extent that the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

SEVENTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized to make, alter and repeal the by-laws of the corporation, subject to the power of the stockholders of the corporation to alter or repeal any by-law whether adopted by them or otherwise.

EIGHTH. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

NINTH. The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

The undersigned incorporator hereby acknowledges that the foregoing certificate of incorporation is his act and deed on this the 29th day of July, 1998.

/s/ Steven A. Navarro

Steven A. Navarro

Incorporator

CH1 3779666v.1

EX-3.16

Exhibit 3.16

BY-LAWS

OF

JEFFERSON HOLDINGS, INC.

ARTICLE I

Meetings of Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by a

majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided over by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7. Voting, Proxies. Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by the certificate of incorporation, these by-laws, the rules or regulations of any stock exchange applicable to the corporation, as otherwise provided by law or pursuant to any regulation applicable to the corporation, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.

Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders

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entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 1.10. Action By Written Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present

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and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

Section 1.11. Inspectors of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who falls to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 1.12. Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining

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order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

Section 2.2. Election; Resignation; Vacancies. The Board of Directors shall initially consist of the persons elected by the incorporator of the corporation, and each director so elected shall hold office until the first annual meeting of stockholders or until his successor is duly elected and qualified. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Any director may resign at any time upon written notice to the corporation. Unless otherwise provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine.

Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment

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by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these by-laws or applicable law otherwise provides, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the President, or in his absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8. Action by Written Consent of Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws.

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ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

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ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the written request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the corporation shall be required to indemnify an Indemnitee in connection with a proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors.

Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnitee in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Article VI or otherwise.

Section 6.3. Claims. If a claim for indemnification or advancement of expenses under this Article VI is not paid in full within sixty (60) days after a written claim therefor by the Indemnitee has been received by the corporation, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 6.4. Nonexclusivity of Rights. The rights conferred on any Indemnitee by this Article VI shall not be exclusive of any other rights which such Indemnitee may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

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Section 6.5. Other Sources. The corporation’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any Indemnitee in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 6.7. Other Indemnification and Prepayment of Expenses. This Article VI shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnitees when and as authorized by appropriate corporate action.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 7.3. Manner of Notice. Except as otherwise provided herein, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice to directors may be given by telegram, telecopier, telephone or other means of electronic transmission.

Section 7.4. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

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Section 7.6. Amendment of By-Laws. These by-laws may be altered, amended or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise.

[End of By-Laws]

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EX-3.17

Exhibit 3.17

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

• First: The name of the limited liability company is Modulo USA LLC.

• Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington. The name of its Registered agent at such address is The Corporation Trust Company, 1209 Orange Street, Wilmington Delaware 19801.

• Third: (Use this paragraph only if the company is to have a specific effective date of dissolution.) “The latest date on which the limited liability company is to dissolve is                                                  .”

• Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation of Modulo USA LLC this 5th day of March, 2003.

BY:
	Authorized Person(s)
NAME:
	Type or Print

EX-3.18

Exhibit 3.18

OPERATING AGREEMENT

OF

MODULO USA, LLC

THIS AGREEMENT is made and entered into as of the 30th day of March, 2007, effective on the Effective Date (as hereinafter defined), by Owens Corning Cultured Stone, LLC, a Delaware limited liability company (the “Successor Member”), as the sole member of Modulo USA, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, on March 5, 2003, Owens Corning, a Delaware corporation, caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act and the Company operated pursuant to a non-written operating agreement, as permitted by Section 18-101(7) of the Act;

WHEREAS, effective January 1, 2007, Owens Corning Sales, LLC, as successor-in-interest to Owens Corning, transferred all equity interest in the Company to the Successor Member;

WHEREAS, in accordance with the Act, each of the Company and the Successor Member desire to memorialize the non-written agreement and provide for certain other matters by entering into this Agreement, which sets forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Successor Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

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1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Modulo USA, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

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1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

1.19. Successor Member. Owens Corning Cultured Stone, LLC, a Delaware limited liability company.

1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Successor Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

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1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

ARTICLE II.

FORMATION

2.1. Organization. The Company has been organized as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Modulo USA, LLC.

2.3. Effective Date. This Agreement shall be deemed to be effective as of January 1, 2007 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

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2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s), the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Successor Member. The Successor Member of the Company is listed on Schedule I of this Agreement and the address of such Successor Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

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5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any

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officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company.

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6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of

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the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

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7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

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ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Member contributed the amount set forth in the Company’s books of account (the “Initial Capital Contribution”).

8.2. Successor Membership Interests. In consideration of the Initial Capital Contribution, the Successor Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

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10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

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12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

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12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement

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is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING CULTURED STONE, LLC
By:	/s/ Rodney A. Nowland
Rodney A. Nowland, Assistant Secretary

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SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Cultured Stone, LLC One Owens Corning Parkway Toledo, Ohio 43659	January 1, 2007	100%

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SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Modulo USA, LLC effective as of                              , 2007 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of                              , 2007.

By:

Name:

Title:

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EX-3.19

Exhibit 3.19

CERTIFICATE OF INCORPORATION

OF

NORANDEX DISTRIBUTION, INC.

FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Norandex Distribution, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 1,000 shares of common stock with a par value of $.01 per share.

FIFTH: The name and mailing address of the incorporator are James R. Whitney, Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois 60603.

SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-laws of the Corporation, subject to any specific limitation on such power contained in any By-laws adopted by the stockholders. Elections of directors need not be by written ballot unless the By-laws of the Corporation so provide.

SEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article Seventh by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

EIGHTH: Each person who is or was a director or officer of the Corporation, and each person who serves or served at the request of the Corporation as a director or officer of another enterprise, shall be indemnified by the Corporation in accordance with, and to the fullest extent authorized by, the General Corporation Law of Delaware as it may be in effect from time to time.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the incorporator named above, has executed this Certificate on July 5, 2006.

/s/ James R. Whitney

Name: James R. Whitney

Incorporator

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EX-3.20

Exhibit 3.20

BY-LAWS

OF

NORANDEX DISTRIBUTION, INC.

As approved, adopted and ratified by the Directors of the Corporation

as of July 5, 2006

ARTICLE I

Stockholders Meetings

Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place as may be fixed by resolution of the Board of Directors from time to time.

Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time only by the Chairman of the Board, if any, the President, the Board of Directors or by a committee of the Board of Directors authorized to call such meetings, and by no other person. The business transacted at a special meeting of stockholders shall be limited to the purpose or purposes for which such meeting is called, except as otherwise determined by the Board of Directors or the chairman of the meeting.

Section 1.3. Notice of Meetings. A written notice of each annual or special meeting of stockholders shall be given stating the place, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these By-laws, such notice of meeting shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 1.4. Adjournments. Any annual or special meeting of stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with Section 1.3.

Section 1.5. Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the presence in person or by proxy of the holders of stock having a majority of the votes which could be cast by the holders of all outstanding stock entitled to vote at the meeting shall constitute a quorum at each meeting of stockholders. In the absence of a

quorum, the stockholders so present may, by the affirmative vote of the holders of stock having a majority of the votes which could be cast by all such holders, adjourn the meeting from time to time in the manner provided in Section 1.4 of these By-laws until a quorum is present. If a quorum is present when a meeting is convened, the subsequent withdrawal of stockholders, even though less than a quorum remains, shall not affect the ability of the remaining stockholders lawfully to transact business.

Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or if there is none or in his or her absence, by the President, or in his or her absence, by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7. Voting. (a) Except as otherwise provided by the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power on the matter in question.

(b) Voting at meetings of stockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast in the election of directors. Each other question shall, unless otherwise provided by law, the Certificate of Incorporation or these By-laws, be decided by the vote of the holders of stock having a majority of the votes which could be cast by the holders of all stock entitled to vote on such question which are present in person or by proxy at the meeting.

(c) Stock of the Corporation standing in the name of another corporation and entitled to vote may be voted by such officer, agent or proxy as the by-laws or other internal regulations of such other corporation may prescribe or, in the absence of such provision, as the board of directors or comparable body of such other corporation may determine.

(d) Stock of the Corporation standing in the name of a deceased person, a minor, an incompetent or a debtor in a case under Title 11, United States Code, and entitled to vote may be voted by an administrator, executor, guardian, conservator, debtor-in-possession or trustee, as the case may be, either in person or by proxy, without transfer of such shares into the name of the official or other person so voting.

(e) A stockholder whose voting stock of the Corporation is pledged shall be entitled to vote such stock unless on the transfer records of the Corporation the pledgor has expressly empowered the pledgee to vote such shares, in which case only the pledgee, or such pledgee’s proxy, may represent such shares and vote thereon.

(f) If voting stock is held of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so

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provided, their acts with respect to voting shall have the following effect: (i) if only one votes, such act binds all; (ii) if more than one vote, the act of the majority so voting binds all; and (iii) if more than one votes, but the vote is evenly split on any particular matter each faction may vote such stock proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery of the State of Delaware or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the stock, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this subsection shall be a majority or even split in interest.

(g) Stock of the Corporation belonging to the Corporation, or to another corporation a majority of the shares entitled to vote in the election of directors of which are held by the Corporation, shall not be voted at any meeting of stockholders and shall not be counted in the total number of outstanding shares for the purpose of determining whether a quorum is present. Nothing in this Section 1.7 shall limit the right of the Corporation to vote shares of stock of the Corporation held by it in a fiduciary capacity.

Section 1.8. Proxies. (a) Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy filed with the Secretary before or at the time of the meeting. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing with the Secretary an instrument in writing revoking the proxy or another duly executed proxy bearing a later date.

(b) A stockholder may authorize another person or persons to act for such stockholder as proxy (i) by executing a writing authorizing such person or persons to act as such, which execution may be accomplished by such stockholder or such stockholder’s authorized officer, director, partner, employee or agent (or, if the stock is held in a trust or estate, by a trustee, executor or administrator thereof) signing such writing or causing his or her signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature, or (ii) by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission (a “Transmission”) to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such Transmission; provided that any such Transmission must either set forth or be submitted with information from which it can be determined that such Transmission was authorized by such stockholder.

(c) The Secretary or such other person or persons as shall be appointed from time to time by the Board of Directors shall examine Transmissions to determine if they are valid. If it is determined a Transmission is valid, the person or persons making that determination shall specify the information upon which such person or persons relied. Any copy, facsimile telecommunication or other reliable reproduction of such a writing or Transmission may be substituted or used in lieu of the original writing or Transmission for any and all purposes for which the original writing or Transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or Transmission.

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Section 1.9. Fixing Date of Determination of Stockholders of Record. (a) In order that the corporation may determine the stockholders entitled (i) to notice of or to vote at any meeting of stockholders or any adjournment thereof, (ii) to express consent to corporate action in writing without a meeting, (iii) to receive payment of any dividend or other distribution or allotment of any rights, (iv) to exercise any rights in respect of any change, conversion or exchange of stock or (v) to take, receive or participate in any other action, the Board of Directors may fix a record date, which shall not be earlier than the date upon which the resolution fixing the record date is adopted by the Board of Directors and which (1) in the case of a determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, be not more than 60 nor less than ten days before the date of such meeting; (2) in the case of a determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall be not more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall be not more than 60 days before such action.

(b) If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, but the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.10. List of Stockholders Entitled to Vote. The Secretary shall prepare, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

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Section 1.11. Action By Consent of Stockholders. (a) Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted.

(b) Every written consent shall bear the date of signature of each stockholder (or his, her or its proxy) signing such consent. Prompt notice of the taking of corporate action without a meeting of stockholders by less than unanimous written consent shall be given to those stockholders who have not consented in writing . All such written consents shall be delivered to the Corporation at its registered office in the State of Delaware, at its principal place of business or to the Secretary. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. No written consent shall be effective to authorize or take the corporate action referred to therein unless, within 60 days of the earliest dated written consent delivered to the Corporation in the manner required by this Section 1.11, written consents signed by a sufficient number of persons to authorize or take such action are delivered to the Corporation at its registered office in the State of Delaware, at its principal place of business or to the Secretary. All such written consents shall be filed with the minutes of proceedings of the stockholders, and actions authorized or taken under such written consents shall have the same force and effect as those authorized or taken pursuant to a vote of the stockholders at an annual or special meeting.

ARTICLE II

Board of Directors

Section 2.1. Number. The Board of Directors shall consist of one or more directors, the number thereof to be determined from time to time by resolution of the Board of Directors.

Section 2.2. Election; Resignation; Vacancies. (a) Unless the certificate of incorporation or an amendment to these by-laws adopted by the stockholders provides for a Board of Directors divided into two or three classes, at each annual meeting of stockholders the stockholders shall elect directors each of whom shall hold office until the next annual meeting of stockholders and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. If the Board of Directors is divided into classes, at each annual meeting at which the term of office of a class of directors expires, the stockholders shall elect directors of such class each to hold office until the annual meeting at which the terms of office of such class of directors expire and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

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(b) Any director may resign at any time by giving written notice to the Chairman of the Board, if any, the President or the Secretary. Unless otherwise stated in a notice of resignation, it shall take effect when received by the officer to whom it is directed, without any need for its acceptance.

(c) Any newly created directorship or any vacancy occurring in the Board of Directors for any reason may be filled by a majority of the remaining directors, although less than a quorum, or by a plurality of the votes cast in the election of directors at a meeting of stockholders. Each director elected to replace a former director shall hold office until the expiration of the term of office of the director whom he or she has replaced and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. A director elected to fill a newly created directorship shall serve until the next annual meeting of stockholders (or, if the Board of Directors is divided into classes, the annual meeting at which the terms of office of the class of directors to which he or she is assigned expire) and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Section 2.3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held, without call or notice, immediately after and at the same place as the annual meeting of stockholders, for the purpose of organizing the Board of Directors, electing officers and transacting any other business that may properly come before such meeting. If the stockholders shall elect the directors by written consent of stockholders as permitted by Section 1.11 of these By-laws, a special meeting of the Board of Directors shall be called as soon as practicable after such election for the purposes described in the preceding sentence. Additional regular meetings of the Board of Directors may be held without call or notice at such times as shall be fixed by resolution of the Board of Directors.

Section 2.4. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, the President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. The purpose or purposes of a special meeting need not be stated in the call or notice.

Section 2.5. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or if there is none or in his or her absence, by the President, or in his or her absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting. A majority of the directors present at a meeting, whether or not they constitute a quorum, may adjourn such meeting to any other date, time or place without notice other than announcement at the meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Unless the Certificate of Incorporation or these By-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

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Section 2.7. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members present at any meeting and not disqualified from voting, whether or not a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and provided in these By-laws or in the resolution of the Board of Directors designating such committee, or an amendment to such resolution, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 2.8. Telephonic Meetings. Directors, or any committee of directors designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 2.8 shall constitute presence in person at such meeting.

Section 2.9. Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts), and the written consent or consents are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 2.10. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article II of these By-laws.

Section 2.11. Reliance upon Records. Every director, and every member of any committee of the Board of Directors, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director or member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s capital stock might properly be purchased or redeemed.

Section 2.12. Interested Directors. A director who is directly or indirectly a party to a contract or transaction with the Corporation, or is a director or officer of or has a

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financial interest in any other corporation, partnership, association or other organization which is a party to a contract or transaction with the Corporation, may be counted in determining whether a quorum is present at any meeting of the Board of Directors or a committee thereof at which such contract or transaction is considered or authorized, and such director may participate in such meeting and vote on such authorization to the extent permitted by applicable law, including Section 144 of the General Corporation Law of the State of Delaware.

Section 2.13. Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors. The directors shall be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors or a committee thereof and may be paid a fixed sum for attendance at each such meeting and an annual retainer or salary for services as a director or committee member. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 2.14. Presumption of Assent. Unless otherwise provided by the laws of the State of Delaware, a director who is present at a meeting of the Board of Directors or a committee thereof at which action is taken on any matter shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of such meeting or unless he or she shall file his or her written dissent to such action with the person acting as secretary of such meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary immediately after the adjournment of such meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE III

Officers

Section 3.1. Executive Officers; Election; Qualification; Term of Office. The Board of Directors shall elect a President and may, if it so determines, a Chairman of the Board from among its members. The Board of Directors shall also elect a Secretary and may elect one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Any number of offices may be held by the same person. Each officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

Section 3.2. Resignation; Removal; Vacancies. Any officer may resign at any time by giving written notice to the Chairman of the Board, if any, the President or the Secretary. Unless otherwise stated in a notice of resignation, it shall take effect when received by the officer to whom it is directed, without any need for its acceptance. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation. A vacancy occurring in any office of the Corporation may be filled for the unexpired portion of the term thereof by the Board of Directors at any regular or special meeting.

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Section 3.3. Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 3.4. Chief Executive Officer. The President shall be the Chief Executive Officer of the Corporation and shall in general supervise and control all of the business affairs of the Corporation, subject to the direction of the Board of Directors. The President may execute, in the name and on behalf of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors or a committee thereof has authorized to be executed, except in cases where the execution shall have been expressly delegated by the Board of Directors or a committee thereof to some other officer or agent of the corporation.

Section 3.5. The Vice Presidents. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board of Directors or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Board of Directors may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Corporation’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Board of Directors.

Section 3.6. The Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected, disburse the funds of the Corporation as ordered by the Board of Directors or the President or as otherwise required in the conduct of the business of the Corporation and render to the President or the Board of Directors, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Corporation. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board of Directors shall determine, for the faithful discharge of his or her duties and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 3.7. Secretary. In addition to such other duties, if any, as may be assigned to the Secretary by the Board of Directors, the Chairman of the Board, if any, or the President, the Secretary shall (i) keep the minutes of proceedings of the stockholders, the Board of Directors and any committee of the Board of Directors in one or more books provided for that

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purpose; (ii) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (iii) be the custodian of the records and seal of the Corporation; (iv) affix or cause to be affixed the seal of the Corporation or a facsimile thereof, and attest the seal by his or her signature, to all certificates for shares of stock of the Corporation and to all other documents the execution of which under seal is authorized by the Board of Directors; and (v) unless such duties have been delegated by the Board of Directors to a transfer agent of the Corporation, keep or cause to be kept a register of the name and address of each stockholder, as the same shall be furnished to the Secretary by such stockholder, and have general charge of the stock transfer records of the Corporation.

Section 3.8. Assistant Treasurers and Secretaries. In the absence of the Secretary or the Treasurer, as the case may be, or in the event of his or her inability or refusal to act, the Assistant Secretaries and the Assistant Treasurers, respectively, in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall perform the duties and exercise the powers of the Secretary or the Treasurer, as the case may be. In addition, the Assistant Secretaries and the Assistant Treasurers shall, in general, perform such duties as may be assigned to them by the President, the Secretary, the Treasurer or the Board of Directors. Each Assistant Treasurer shall, if required by the Board of Directors, give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board of Directors shall determine, for the faithful discharge of his or her duties.

ARTICLE IV

Stock Certificates and Transfers

Section 4.1. Certificate. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board, if any, or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent, or registrar continued to be such at the date of issue.

Section 4.2. Lost, Stolen or Destroyed Certificates; Issuance of New Certificates. The Corporation may issue a new certificate for stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such stockholder’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 4.3. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for stock of the Corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer or, if the relevant stock certificate is claimed to have been lost, stolen or destroyed, upon compliance with

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the provisions of Section 4.2 of these By-laws, and upon payment of applicable taxes with respect to such transfer, and in compliance with any restrictions on transfer applicable to such stock certificate or the shares represented thereby of which the Corporation shall have notice and subject to such rules and regulations as the Board of Directors may from time to time deem advisable concerning the transfer and registration of stock certificates, the Corporation shall issue a new certificate or certificates for such stock to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Transfers of stock shall be made only on the books of the Corporation by the registered holder thereof or by such holder’s attorney or successor duly authorized as evidenced by documents filed with the Secretary or transfer agent of the Corporation. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificate or certificates representing such stock are presented to the Corporation for transfer, both the transferor and transferee request the Corporation to do so.

Section 4.4. Stockholders of Record. The Corporation shall be entitled to treat the holder of record of any stock of the Corporation as the holder thereof and shall not be bound to recognize any equitable or other claim to or interest in such stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of the State of Delaware.

ARTICLE V

Notices

Section 5.1. Manner of Notice. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, whenever notice is required to be given to any stockholder, director or member of any committee of the Board of Directors, such notice may be given by personal delivery or by depositing it, in a sealed envelope, in the United States mails, first class, postage prepaid, addressed, or by delivering it to a telegraph company, charges prepaid, for transmission, or by transmitting it via telecopier, to such stockholder, director or member, either at the address of such stockholder, director or member as it appears on the records of the Corporation or, in the case of such a director or member, at his or her business address; and such notice shall be deemed to be given at the time when it is thus personally delivered, deposited, delivered or transmitted, as the case may be. Such requirement for notice shall also be deemed satisfied, except in the case of stockholder meetings, if actual notice is received orally or by other writing by the person entitled thereto as far in advance of the event with respect to which notice is being given as the minimum notice period required by law or these By-laws.

Section 5.2. Dispensation with Notice. (a) Whenever notice is required to be given by law, the Certificate of Incorporation or these By-laws to any stockholder to whom (i) notice of two consecutive annual meetings of stockholders, and all notices of meetings of stockholders or of the taking of action by stockholders by written consent without a meeting to such stockholder during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities of the Corporation during a 12-month period, have been mailed addressed to such stockholder at the address of such stockholder as shown on the records of the Corporation and have been returned

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undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting which shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth the then current address of such stockholder, the requirement that notice be given to such stockholder shall be reinstated.

(b) Whenever notice is required to be given by law, the Certificate of Incorporation or these By-laws to any person with whom communication is unlawful, the giving of such notice to such person shall not be required, and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.

Section 5.3. Waiver of Notice. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee or directors need be specified in any written waiver of notice.

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. (a) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law as in effect on the date of adoption of these By-laws or as it may thereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise, against any and all liability and loss (including judgments, fines, penalties and amounts paid in settlement) suffered or incurred and expenses reasonably incurred by such person; provided that any standard of conduct applicable to whether a director or officer may be indemnified shall be equally applicable to an employee or agent under this Article VI. The Corporation shall not be required to indemnify a person in connection with a proceeding initiated by such person, including a counterclaim or crossclaim, unless the proceeding was authorized by the Board of Directors.

(b) For purposes of this Article VI: (i) any reference to “other enterprise” shall include all plans, programs, policies, agreements, contracts and payroll practices and related trusts for the benefit of or relating to employees of the Corporation and its related entities (“employee benefit plans”); (ii) any reference to “fines”, “penalties”, “liability” and “expenses”

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shall include any excise taxes, penalties, claims, liabilities and reasonable expenses (including reasonable legal fees and related expenses) assessed against or incurred by a person with respect to any employee benefit plan; (iii) any reference to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation or trustee or administrator of any employee benefit plan which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, beneficiaries, fiduciaries, administrators and service providers; (iv) any reference to serving at the request of the Corporation as a director, officer, employee or agent of a partnership or trust shall include service as a partner or trustee; and (v) a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” for purposes of this Article VI.

Section 6.2. Prepayment of Expenses. The Corporation may pay or reimburse the reasonable expenses incurred in defending any proceeding in advance of its final disposition if the Corporation has received in advance an undertaking by the person receiving such payment or reimbursement to repay all amounts advanced if it should be ultimately determined that he or she is not entitled to be indemnified under this Article VI or otherwise. The Corporation may require security for any such undertaking.

Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article VI is not paid in full within 60 days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.5. Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee, partner or agent of another corporation, partnership, joint venture or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture or other enterprise.

Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

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ARTICLE VII

General

Section 7.1. Fiscal year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The Corporation shall have no corporate seal.

Section 7.3. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 7.4. Amendment of By-laws. These By-laws may be altered or repealed, and new By-laws made, by the Board of Directors, but the stockholders may make additional By-laws and may alter and repeal any By-laws whether adopted by them or otherwise.

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EX-3.21

Exhibit 3.21

CERTIFICATE OF INCORPORATION

OF

OCCV1, INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that:

FIRST: The name of the Corporation is:

OCCV1, Inc.

SECOND: The address of the registered office of the Corporation is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle, State of Delaware. The name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

FOURTH: The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000, all of which shares shall be Common Stock having a par value of $0.01 each.

FIFTH: The name and mailing address of the incorporator is Peter Norman, Arent Fox PLLC, 1675 Broadway, New York, New York 10019.

SIXTH: (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another

corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt By-laws or enter into agreements with any such person for the purpose of providing for such indemnification.

[Signature page to follow]

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IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 14^th day of July, 2006.

/s/ Peter Norman

Peter Norman

Sole Incorporator

EX-3.22

Exhibit 3.22

BYLAWS

OF

OCCV1, INC.

(a Delaware corporation)

Adopted as of July 28, 2006

ARTICLE I

Stockholders

SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares of stock registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided in Section 7(a) of this Article I, by law, or in the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the stock entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such stock so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present, it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies; Required Vote. (a) At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact, and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

(b) Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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(c) Where a separate vote by a class or classes, present in person or represented by proxy, shall constitute a quorum entitled to vote on that matter, the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class, unless otherwise provided in the Corporation’s Certificate of Incorporation.

SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification; Number; Term; Remuneration. (a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board shall be at least one (1), or such larger number as may be fixed from time to time by action of the stockholders or Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors, which the Corporation would have if there were no vacancies.

(b) Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

(c) Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director

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from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, President, or by a majority of the directors then in office.

SECTION 8. Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the special meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting.

SECTION 9. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10. Resignation. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

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SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of stock entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4. Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by

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election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such assistant secretaries, such Assistant Treasurers and such other officers as the Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President.

SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board.

SECTION 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5. President. The President shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The President shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6. Vice-President. A Vice-President shall have such authority as from time to time may be assigned by the Board of Directors or the President.

SECTION 7. Treasurer. The Treasurer shall have such duties as may be assigned by the Board of Directors or the President.

SECTION 8. Secretary. The Secretary shall attend meetings of the stockholders and the Board of Directors and record all the proceedings of such meetings in a book to be kept for that purpose, shall have custody of the corporate seal of the corporation with authority to affix the same to any instrument or document requiring it, and, when so affixed, it may be attested by his signature, or shall have such other duties as may be assigned by the Board of Directors or the President.

SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

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ARTICLE V

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3. Fixing Date for Determination of Stockholders of Record. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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ARTICLE VI

Certificates Representing Stock

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated. Any such resolution shall not apply to stock represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated stock shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the stock represented thereby, with the number of such stock and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing stock of the Corporation.

SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new stock certificate in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed stock certificate, or his legal representative, to give the Corporation a bond sufficient

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to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such stock certificate or the issuance of any such new stock certificate.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

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ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

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ARTICLE XIII

Amendments

These Bylaws may be amended, or repealed and new Bylaws made, by the stockholders or the Board of Directors.

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EX-3.23

Exhibit 3.23

CERTIFICATE OF FORMATION

OF

OCCV2, LLC

The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company formed hereby is OCCV2, LLC (the “LLC”).

SECOND: The address of the registered office of the LLC in the State of Delaware and the name and address of the registered agent for service of process on the LLC in the State of Delaware are: Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The LLC is being converted from OCCV2, Inc., a Delaware corporation (the “Corporation”), to a Delaware limited liability company pursuant to Section 266 of the Delaware General Corporation Law and Section 18-214 of the Delaware Limited Liability Company Act. The LLC shall constitute a continuation of the existence of the Corporation in the form of a Delaware limited liability company.

[Signature page to follow]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 1^st day of December, 2006.

/s/ Peter Norman

Authorized Person

2

EX-3.24

Exhibit 3.24

LIMITED LIABILITY COMPANY AGREEMENT

OF

OCCV2, LLC

This Limited Liability Company Agreement (this “Agreement”) of OCCV2, LLC is entered into effective as of 12:30 P.M. E.S.T. December 1, 2006 by IPM, Inc., a Delaware corporation (the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1. Name. The name of the limited liability company governed hereby is “OCCV2, LLC” (the “Company”).

2. Certificates. Peter Norman, as an authorized person within the meaning of the Act, has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware in connection with the conversion (the “Conversion”) of OCCV2, INC., a Delaware corporation (the “Converting Corporation”), to the Company, a Delaware limited liability company, in accordance with the provisions of Section 266 of the Delaware General Corporation Law and Section 18-214 of the Act. In connection with the Conversion, the Converting Corporation has executed, delivered and filed the Certificate of Conversion to Limited Liability Company Converting OCCV2, Inc. to OCCV2, LLC (the “Certificate of Conversion”). Upon the execution of this Agreement, the authorized person’s powers as an authorized person shall cease and the Member shall thereafter be designated as an authorized person within the meaning of the Act, it being understood that such authorized person may be appointed an Officer (as hereinafter defined). The Member or Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement, including Section 15.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

8. Members. The name and the mailing address of the initial Member is as follows:

Name	Address
IPM, Inc.	One Owens Corning Pkwy
	Toledo, OH 43659

9. Term. Pursuant to Section 214(d) of the Act, the term of the Company commenced on the date of filing of the Certificate of Incorporation of the Converting Corporation in accordance with the Delaware General Corporation Law and shall continue until dissolution of the Company in accordance with Section 22 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is deemed admitted as the sole Member of the Company upon its execution and delivery of this Agreement. The Member is not required to make an initial contribution to the Company.

12. Additional Contributions. The Member is not required to make additional capital contributions to the Company.

13. Capital Accounts. Separate capital accounts shall be maintained for each Member on the books of the Company. Each capital account shall be adjusted to reflect such Member’s shares of allocations and distributions as provided in Section 14 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company. Such capital accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

14. Allocations and Distributions.

a. Allocations of Profit and Loss. All items of income, gain, loss, deduction and credit shall be allocated among the Member(s) in accordance with their Percentage Interests (as indicated on Schedule A attached hereto).

b. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Distributions shall be shared among

2

the Member(s) in accordance with their Percentage Interests. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15. Management.

a. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

b. The Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

16. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth under his respective name below, to serve, in each case, until his resignation or removal:

Michael H. Thaman

President

Ralph A. Than

Treasurer

Joseph J. Mikelonis

Secretary

17. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred

3

on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

19. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

20. Termination of Membership. Subject to Section 22, the termination, dissolution, death, bankruptcy or adjudicated incompetency of a Member shall not cause a dissolution of the Company, but the rights of such Member to share in the allocations and distributions, to assign its interest in the Company pursuant to Section 21 and to vote on any matter on which the Member have the right to vote shall, on the happening of such an event, devolve on its legal representative for the purpose of settling its estate or administering its property.

21. Assignments. A Member may not transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest without the prior written consent of the other Members, if any.

22. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

23. Tax Matters Partner. The Member shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. All expenses incurred by the tax matters partner in connection with his duties as tax matters partner shall be expenses of the Company.

24. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns.

4

25. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

26. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

27. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

28. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

5

IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER:
IPM, Inc.
By:
Name:	Joseph J. Mikelonis
Title:	Director

6

SCHEDULE A

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

OCCV2, LLC

Name	Percentage Interest
IPM, Inc.	100%

EX-3.25

Exhibit 3.25

STATE OF DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE OF FORMATION OF OCCV3, LLC * * * * *

The undersigned, an authorized person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company is “OCCV3, LLC”.

SECOND: The address of the limited liability company’s registered office is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, Delaware 19808, and the name of its registered agent for service of process at such address, as required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act, is the Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 27^th day of September, 2006.

/s/ Peter M. Norman

Peter M. Norman

Authorized Person

EX-3.26

Exhibit 3.26

LIMITED LIABILITY COMPANY AGREEMENT

OF

OCCV3, LLC

This Limited Liability Company Agreement (this “Agreement”) of OCCV3, LLC is entered into effective as of September 27, 2006 by Eric Company, a Delaware corporation (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1. Name. The name of the limited liability company governed hereby is “OCCV3, LLC” (the “Company”).

2. Certificates. Peter M. Norman, as an authorized person within the meaning of the Act, has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the execution of this Agreement, his powers as an authorized person shall cease and the Member shall thereafter be designated as an authorized person within the meaning of the Act. The Member or an Officer (as hereinafter defined) shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement, including Section 15.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

8. Members. The name and the mailing address of the initial Member is as follows:

Name	Address
Eric Company	One Owens Corning Pkwy Toledo, OH 43659

9. Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 22 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is deemed admitted as the sole Member of the Company upon its execution and delivery of this Agreement. The Member has made or is making an initial contribution of $100.00 to the Company.

12. Additional Contributions. The Member is not required to make additional capital contributions to the Company.

13. Capital Accounts. Separate capital accounts shall be maintained for each Member on the books of the Company. Each capital account shall be adjusted to reflect such Member’s shares of allocations and distributions as provided in Section 14 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company.

14. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Distributions shall be shared among the Member(s) in accordance with their Percentage Interests. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15. Management. Management of the Company shall be vested in the Officers appointed in accordance with Section 16 of this Agreement. The Officers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

16. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such

2

person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth under his respective name below, to serve, in each case, until his resignation or removal:

Michael H. Thaman

President

Ralph A. Than

Treasurer

Joseph J. Mikelonis

Secretary

17. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

19. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

20. Termination of Membership. Subject to Section 22, the termination, dissolution, death, bankruptcy or adjudicated incompetency of a Member shall not cause a dissolution of the Company, but the rights of such Member to share in the allocations and distributions, to assign its interest in the Company pursuant to Section 21 and to vote on any

3

matter on which the Member have the right to vote shall, on the happening of such an event, devolve on its legal representative for the purpose of settling its estate or administering its property.

21. Assignments. A Member may not transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest without the prior written consent of the other Members, if any.

22. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

23. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

25. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

26. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

4

IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER:
ERIC COMPANY
By:	/s/ Joseph J. Mikelonis
Name:	Joseph J. Mikelonis
Title:	Director

5

SCHEDULE A

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

OCCV3, LLC

Name	Percentage Interest
Eric Company	100%

6

EX-3.27

EXHIBIT 3.27

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

OF

OCCV4, LLC

* * * * *

The undersigned, an authorized person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company is “OCCV4, LLC”.

SECOND: The address of the limited liability company’s registered office is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, Delaware 19808, and the name of its registered agent for service of process at such address, as required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act, is the Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 27^th day of September, 2006.

/s/ Peter M. Norman

Peter M. Norman

Authorized Person

EX-3.28

EXHIBIT 3.28

LIMITED LIABILITY COMPANY AGREEMENT

OF

OCCV4, LLC

This Limited Liability Company Agreement (this “Agreement”) of OCCV4, LLC is entered into effective as of September 27, 2006 by Eric Company, a Delaware corporation (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1. Name. The name of the limited liability company governed hereby is “OCCV4, LLC” (the “Company”).

2. Certificates. Peter M. Norman, as an authorized person within the meaning of the Act, has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the execution of this Agreement, his powers as an authorized person shall cease and the Member shall thereafter be designated as an authorized person within the meaning of the Act. The Member or an Officer (as hereinafter defined) shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement, including Section 15.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

8. Members. The name and the mailing address of the initial Member is as follows:

Name	Address
Eric Company	One Owens Corning Pkwy
	Toledo, OH 43659

9. Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 22 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is deemed admitted as the sole Member of the Company upon its execution and delivery of this Agreement. The Member has made or is making an initial contribution of $100.00 to the Company.

12. Additional Contributions. The Member is not required to make additional capital contributions to the Company.

13. Capital Accounts. Separate capital accounts shall be maintained for each Member on the books of the Company. Each capital account shall be adjusted to reflect such Member’s shares of allocations and distributions as provided in Section 14 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company.

14. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Distributions shall be shared among the Member(s) in accordance with their Percentage Interests. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15. Management. Management of the Company shall be vested in the Officers appointed in accordance with Section 16 of this Agreement. The Officers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

16. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such

person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth under his respective name below, to serve, in each case, until his resignation or removal:

Michael H. Thaman

President

Ralph A. Than

Treasurer

Joseph J. Mikelonis

Secretary

17. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

19. Admission of Additional Members. One (l) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

20. Termination of Membership. Subject to Section 22, the termination, dissolution, death, bankruptcy or adjudicated incompetency of a Member shall not cause a dissolution of the Company, but the rights of such Member to share in the allocations and distributions, to assign its interest in the Company pursuant to Section 21 and to vote on any

matter on which the Member have the right to vote shall, on the happening of such an event, devolve on its legal representative for the purpose of settling its estate or administering its property.

21. Assignments. A Member may not transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest without the prior written consent of the other Members, if any.

22. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

23. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

25. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

26. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER:
ERIC COMPANY
By:	/s/ Joseph J. Mikelonis
Name:	Joseph J. Mikelonis
Title:	Director

SCHEDULE A

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

OCCV4, LLC

Name	Percentage Interest
Eric Company	100%

EX-3.29

Exhibit 3.29

CERTIFICATE OF FORMATION

OF

OWENS CORNING COMPOSITE MATERIALS, LLC

This Certificate of Formation of Owens Corning Composite Materials, LLC (the “LLC”) is being duly executed and filed by James R. Whitney, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.)

1. The name of the limited liability company formed hereby is Owens Corning Composite Materials, LLC.

2. The address of its registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Owens Corning Composite Materials, LLC this 5^th day of July, 2006.

/s/ James R. Whitney

James R. Whitney

Authorized Person

EX-3.30

Exhibit 3.30

OPERATING AGREEMENT

OF

OWENS CORNING COMPOSITE MATERIALS, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning Composite Materials, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

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1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Owens Corning Composite Materials, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

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1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

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ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Owens Corning Composite Materials, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s),

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the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently

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or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

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6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of

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Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with

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such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company

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pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

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8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

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10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

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12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

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12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

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14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING SALES, INC.
By:
	John W. Christy, Assistant Secretary

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SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Sales, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100%
Owens Corning Sales, LLC (successor in interest to Owens Corning Sales, Inc.) transferred the entire membership interest to:	January 1, 2007
Owens Corning One Owens Corning Parkway Toledo, Ohio 43659		100%

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SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning Composite Materials, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007.

OWENS CORNING
By:
	John W. Christy Authorized Representative

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EX-3.31

Exhibit 3.31

CERTIFICATE OF FORMATION

OF

OWENS CORNING CONSTRUCTION SERVICES, LLC

This Certificate of Formation of Owens Corning Construction Services, LLC (the “LLC”) is being duly executed and filed by James R. Whitney, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.)

1. The name of the limited liability company formed hereby is Owens Corning Construction Services, LLC.

2. The address of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Owens Corning Construction Services, LLC this 5^th day of July, 2006.

/s/ James R. Whitney

James R. Whitney

Authorized Person

EX-3.32

Exhibit 3.32

OPERATING AGREEMENT

OF

OWENS CORNING CONSTRUCTION SERVICES, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning Construction Services, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

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1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Owens Corning Construction Services, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

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1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

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ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Owens Corning Construction Services, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s),

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the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently

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or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

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6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of

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Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with

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such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company

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pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

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8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

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10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

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12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

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12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

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14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING SALES, INC.

By:

John W. Christy, Assistant Secretary

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SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Sales, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100%
Owens Corning Sales, LLC (successor in interest to Owens Corning Sales, Inc.) transferred the entire membership interest to:	January 1, 2007
Owens Corning One Owens Corning Parkway Toledo, Ohio 43659		100%

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SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning Construction Services, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007.

OWENS CORNING
By:
	John W. Christy
	Authorized Representative

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EX-3.33

Exhibit 3.33

CERTIFICATE OF FORMATION

OF

OWENS CORNING CULTURED STONE, LLC

This Certificate of Formation of Owens Corning Cultured Stone, LLC (the “LLC”) is being duly executed and filed by James R. Whitney, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.)

1. The name of the limited liability company formed hereby is Owens Corning Cultured Stone, LLC.

2. The address of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Owens Corning Cultured Stone, LLC this 5^th day of July, 2006.

/s/ James R. Whitney

James R. Whitney

Authorized Person

EX-3.34

Exhibit 3.34

OPERATING AGREEMENT

OF

OWENS CORNING CULTURED STONE, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning Cultured Stone, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

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1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Owens Corning Cultured Stone, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

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1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

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ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Owens Corning Cultured Stone, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s),

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the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently

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or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

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6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of

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Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with

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such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company

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pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

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8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

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10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

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12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

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12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

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14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING SALES, INC.

By:

John W. Christy, Assistant Secretary

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SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Sales, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100%
Owens Corning Sales, LLC (successor in interest to Owens Corning Sales, Inc.) transferred the entire membership interest to:	January 1, 2007
Owens Corning One Owens Corning Parkway Toledo, Ohio 43659		100%

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SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning Cultured Stone, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007.

OWENS CORNING
By:
	John W. Christy
	Authorized Representative

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EX-3.35

Exhibit 3.35

CERTIFICATE OF FORMATION

OF

OWENS CORNING FABWEL, LLC

This Certificate of Formation of Owens Corning Fabwel, LLC (the “LLC”) is being duly executed and filed by James R. Whitney, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.)

1. The name of the limited liability company formed hereby is Owens Corning Fabwel, LLC.

2. The address of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Owens Corning Fabwel, LLC this 12^th day of July, 2006.

/s/ James R. Whitney

James R. Whitney

Authorized Person

EX-3.36

Exhibit 3.36

OPERATING AGREEMENT

OF

OWENS CORNING FABWEL, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Exterior Systems, Inc., a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning Fabwel, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

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1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Owens Corning Fabwel, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

1.19. Initial Member. Exterior Systems, Inc., a Delaware corporation.

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1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

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ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Owens Corning Fabwel, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s),

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the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently

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or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

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6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of

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Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with

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such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company

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pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

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8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing

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Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

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12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

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12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

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14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

EXTERIOR SYSTEMS, INC.
By:
	John W. Christy, Authorized Representative

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SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Exterior Systems, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100%
Exterior Systems, Inc. transferred its entire membership interest to Owens Corning Sales, LLC	January 1, 2007 12:02 a.m.
Owens Corning Sales, LLC distributed its entire membership interest to: Owens Corning Composite Materials, LLC One Owens Corning Parkway Toledo, Ohio 43659	January 1, 2007 12:04 a.m.	100%

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SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning Fabwel, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007 as 12:02 a.m.

OWENS CORNING SALES, LLC
By:
	John W. Christy
	Authorized Representative

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Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning Fabwel, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007 at 12:04 a.m.

OWENS CORNING COMPOSITE MATERIALS, LLC
By:
	John W. Christy
	Authorized Representative

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EX-3.37

Exhibit 3.37

Form BCA-2.10	ARTICLES OF INCORPORATION
(Rev. Jan. 1991) George H. Ryan Secretary of State Department of Business Services Springfield, IL 62755 Telephone (217) 782-6961		SUBMIT IN DUPLICATE! This space for use by Secretary of State
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A’s check or money order, payable to *Secretary of State.*		Date 8-1-91
		Franchise Tax	$	25.00
		Filing Fee	$	75.00
		Approved:		100.00

1. CORPORATE NAME:	Owens-Corning Fiberglas Technology Inc.
(The corporate name must contain the word “corporation,” “company,” “incorporated,” “limited” or an abbreviation thereof.)

2. Initial Registered Agent:	C T Corporation System
	First Name	Middle Initial	Last Name
Initial Registered Office:	208 LaSalle
	Number	Street	Suite #
	Chicago	60604	Cook
	City	Zip Code	County

3. Purpose or purposes for which the corporation is organized:

    (If not sufficient space to cover this point, add one or more sheets of this size.)

    The transaction of any of all lawful purposes for which corporations may be incorporated under the Illinois Business Corporation Act of 1983.

4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

Class	Per Value per Share		Number of Shares Authorized	Number of Shares Proposed to be Issued	Consideration to be Received Therefore
Common	$	1.00	1,000	100	$	100

TOTAL $ 100

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:

(If not sufficient space to cover (this point, add one or more sheets of this size.)

NONE

(over)

5. OPTIONAL:	(a)	Number of directors constituting the initial board of directors of the corporation:                    .
	(b)	Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:

Name Residential Address

6. OPTIONAL:	(a)	It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
	(b)	It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
	(c)	It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	$
	(d)	It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:	$

7. OPTIONAL: OTHER PROVISIONS Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g.., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.

11.	NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)
The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true. Dated July 16, 1991

Signature and Name Address

1.		1.	1 Levis Square
	Signature		Street
	Owens-Corning Fiberglas Corporation		Toledo	OH	43659
	(Type or Print Name)		City/Town	State	Zip Code
2.	a Delaware Corporation	2.
			Street
	by Paul V. Daverio, Vice President
			City/Town	State	Zip Code
3.	Attest:	3.	1 Levis Square
	Signature		Street
	William F. Dent, Assistant Secretary		Toledo	OH	43659
	(Type or Print Name)		City/Town	State	Zip Code

(Signatures must be in ink on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice President and verified by him, and attested by its Secretary or Assistant Secretary.

FEE SCHEDULE

• The initial franchise tax is accessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25 and a maximum of $1,000,000.

• The filing fee is $75.

• The minimum total due (franchise tax + filing fee) is $100. (Applies where the Consideration to be Received as set forth in Item 4 does not exceed $16,667)

• The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.

Illinois Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-6961

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized;

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or, disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from CM voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger, consolidation, or share exchange, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a

dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws of the corporation; and, unless the resolution or by-laws expressly so provide, no such committee shall have the power or authority to declare a-dividend or to authorize the issuance of stock.

When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Illinois, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Illinois at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. Except as otherwise required by Section 8.75 of the Business Corporation Act of 1983, no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages based on the discharge of his duties as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Sections 8.65 and 8.70 of the Business Corporation Act of 1983, or (iv) for any transaction from which such director derived an improper personal benefit.

10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

EX-3.38

Exhibit 3.38

CONSENT IN LIEU OF AN ANNUAL MEETING

OF THE SHAREHOLDERS OF

OWENS-CORNING FIBERGLAS TECHNOLOGY INC.

The undersigned, being the sole shareholder of OWENS-CORNING FIBERGLAS TECHNOLOGY INC., an Illinois corporation (the “Corporation”), in lieu of holding an annual meeting, hereby adopts the following resolutions by unanimous written consent pursuant to Section 7.10 of the Business Corporation Act of Illinois.

RESOLVED, that the following are hereby elected directors of the Corporation, to hold office for the term provided in the By-Laws:

Mark A. Faulkner

Robert M. Mercola

C. Jackson Snyder

FURTHER RESOLVED, that all lawful actions taken by the Board of Directors since the last annual meeting of shareholders hereby are approved, ratified and confirmed.

FURTHER RESOLVED, that Article II, Section 1. of the By-Laws of the Corporation hereby is amended in its entirety to read as follows:

“Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the twentieth (20th) day of April in each year beginning in the year 1999, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If that day shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as is convenient.”

The actions taken by this consent shall have the same force and effect as if taken by the undersigned at an annual meeting of the shareholders of the Corporation, duly called and constituted pursuant to the laws of the State of Illinois and the Corporation’s By-Laws.

DATED as of November 1, 1998

BY-LAWS

OF

OWENS-CORNING FIBERGLAS TECHNOLOGY INC.

ARTICLE I

Offices

The corporation may have offices at such places either within or without the State of Illinois as the board of directors may from time to time appoint or as the business of the corporation may require.

The registered office of the corporation required by the Business Corporation Act of 1983 to be maintained in the State of Illinois may be, but need not be, identical with the business office in the State of Illinois, and the address of the registered office may be changed from time to time by the board of directors.

ARTICLE II

Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the third Tuesday in April in each year beginning with the year 1992, or at such time as the board of directors may, by resolution, fix, which date shall be within six months after the end of the fiscal year, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as is convenient.

Section 2. Special Meetings. Special meetings of the shareholders may be called by the president, by the board of directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation.

Section 3. Place of Meeting. The board of directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all shareholders may designate any place, either within or without the State of Illinois, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois except as otherwise provided in Section 5 of this Article.

Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, or in

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the case of a merger, consolidation, share exchange, dissolution or sale, lease, exchange or other disposition of all, or substantially all, the assets of the corporation, other than in the normal course of business, not less than twenty nor more than sixty days before the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5. Meeting of All Shareholders. If all of the shareholders entitled to vote on a matter shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting corporate action may be taken on all matters for which all the shareholders entitled to vote thereon are present.

Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, for a meeting of shareholders, not less than ten days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease, exchange or other disposition of all, or substantially all, the assets of the corporation, other than in the usual or regular course of business, not less than twenty days, immediately preceding such meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 7. Voting Lists. The officer or agent having charge of the transfer books for shares of the corporation shall make, within twenty days after the record date of a meeting of shareholders or ten days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder and to copying at the shareholders expense at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

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Section 8. Quorum. Unless otherwise provided in the articles of incorporation, a majority of the outstanding shares of the corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at a meeting of shareholders; provided that if less than a quorum are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Business Corporation Act of 1983, the articles of incorporation or these by-laws.

Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months after the date of its execution, unless otherwise provided in the proxy.

Section 10. Voting of Shares. Except as provided by law, in the articles of incorporation or in Section 12 of this Article, each outstanding share, regardless of class, shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders and the holders of the various classes of shares, if more than one class of share shall exist, shall vote together as a single class.

Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

Shares standing in the name of a deceased person, a minor ward or an incompetent person may be voted by his or her administrator, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, or court appointed guardian or conservator. Shares standing in the name of a trustee may be voted by such trustee, either in person or by proxy.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

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Section 12. Cumulative Voting. In all elections for directors every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him or her, for as many persons as there are directors to be elected or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his or her shares shall equal, or to distribute them on the same principle among as many candidates as such shareholder shall see fit.

Section 13. Inspectors. At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders.

Each report of an inspector shall be in writing and signed by such inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 14. Informal Action By Shareholders. Any action required by the Business Corporation Act to be taken at any annual or special meeting of the shareholders of a corporation, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed (i) if five days’ prior notice of the proposed action is given in writing to all of the shareholders entitled to vote with respect to the subject matter thereof, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting or (ii) by all of the shareholders entitled to vote with respect to the subject matter thereof. Prompt notice of the taking of the corporation action without a meeting by less than unanimous written consent shall be given in writing to those shareholders who have not consented in writing.

Section 15. Voting By Ballot. Voting on any question or in any election may be by a vote by speech unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its board of directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be at least three and no more than five.

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Each director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected and qualified. Directors need not be residents of Illinois or shareholders of the corporation.

Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, either within or without the State of Illinois, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the board of directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least two days previous thereto by written notice delivered personally or by telegram to each director at his or her address as it appears on the records of the corporation or five days previous thereto by written notice mailed to each director at his or her address as it appears on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. Quorum. A majority of the number of directors then serving (but not less than a majority of the minimum number of directors allowed under Section 2 of this Article) shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided, that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice,

Section 7. Participation by Conference Telephone. Unless specifically prohibited by the articles of incorporation, members of the board of directors or of any committee of the board of directors may participate in and act at any meeting, such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

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Section 9. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors or otherwise may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose or by action of the board of directors. A director elected by shareholders to fill a vacancy shall hold office for the balance of the term for which he or she was elected. A director appointed by the directors to fill a vacancy shall serve until the next meeting of shareholders at which directors are to be elected.

Section 10. Informal Action by Directors. Any action required to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors. All the approvals evidencing the consent shall be delivered to the secretary to be filed in the corporate records. The action taken shall be effective when all the directors have approved the consent unless the consent specifies a different effective date.

Section 11. Compensation. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. By resolution of the board of directors the directors may be paid their expenses, if any, of attendance at each meeting of the board.

Section 12. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless such director shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 13. Removal of Directors. One or more of the directors may be removed, with or without cause, at a meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at an election of directors, except that no director shall be removed at a meeting of shareholders unless the notice of such meeting shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice and, if less than the entire board is to be removed, no director may be removed, with or without cause, if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors. Only the named director or directors may be removed at such meeting.

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Section 14. Committees.

(a) A majority of the directors may create one or more committees and appoint members of the board to serve on the committee or committees. Each committee shall have two or more members, who serve at the pleasure of the board.

(b) Unless the appointment by the board of directors requires a greater number, a majority of any committee shall constitute a quorum and a majority of a quorum is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and, subject to the provisions of the by-laws or action by the board of directors, the committee by majority vote of its members shall determine the time and place of meetings and the notice required therefor.

(c) To the extent specified by the board of directors or in the articles of incorporation or by-laws, each committee may exercise the authority of the board of directors; provided, however, a committee may not:

(1) authorize distributions;

(2) approve or recommend to shareholders any act the Business Corporation Act of 1983 requires to be approved by shareholders;

(3) fill vacancies on the board or on any of its committees;

(4) elect or remove officers or fix the compensation of any member of the committee;

(5) adopt, amend or repeal the by-laws;

(6) approve a plan of merger not requiring shareholder approval;

(7) authorize or approve reacquisition of shares, except according to a general formula or method prescribed by the board;

(8) authorize or approve the issuance or sale, or contract for sale, of shares or determine the designation and relative rights, preferences, and limitations of a series of shares, except that the board may direct a committee to fix the specific terms of the issuance or sale or contract for sale or the number of shares to be allocated to particular employees under an employee benefit plan; or

(9) amend, alter, repeal, or take action inconsistent with any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.

ARTICLE IV

Officers

Section 1. Number. The officers of the corporation shall be a president, a treasurer, and a secretary, each of whom shall be elected by the board of directors, and such vice-presidents, assistant treasurers, assistant secretaries or other officers (the number thereof to be determined by the board of directors) as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person.

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Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Vacancies may be filled or new offices filled at any meeting of the board of directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until such officer shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 3. Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5. President. The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The president shall preside at all meetings of the shareholders and directors. The president shall have the power to execute, on behalf of the corporation, deeds, mortgages, bonds, contracts, and other documents which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; the president shall vote all shares of stock of any other corporation standing in the name of this corporation, except where the voting thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

Section 6. The Vice-Presidents. In the absence of the president or in the event of his or her inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties as from time to time may be assigned to them by the president or by the board of directors.

Section 7. The Treasurer. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source

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whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VII of these by-laws; (b) in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by the president or by the board of directors. In the absence of the president and the vice presidents, if any, or in the event of their inability or refusal to act, the treasurer shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions on the president,

Section 8. The Secretary. The secretary shall: (a) keep the minutes of the shareholders and of the board of directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (d) keep a register of the post-office address of each shareholder and director which shall be furnished to the secretary by such shareholder or director; (e) have general charge of the stock transfer books of the corporation; (f) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the president or by the board of directors.

Section 9. Assistant Treasurers and Assistant Secretaries. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors, and in the event of the absence, inability or refusal to act of the treasurer or the secretary, the assistant treasurers and assistant secretaries (in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the treasurer or the secretary, respectively.

Section 10. Salaries. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation.

ARTICLE V

Interested Directors and Officers

Section 1. (a) If a transaction is fair to the corporation at the time it is authorized, approved or ratified, the fact that a director of the corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association,

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or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or a committee thereof which authorizes the contract or transaction.

(a) In a proceeding contesting the validity of a transaction described in subsection (a), the person asserting validity has the burden of proving fairness unless:

(i) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(ii) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders without counting the vote of any shareholder who is an interested director; or

(iii) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction but may not be counted when the board of directors takes action on the transaction.

ARTICLE VI

Indemnification of Directors and Officers

(a) The corporation shall indemnify each director and each officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to

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the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(b) The corporation shall indemnify each director and each officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite that adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) The corporation shall indemnify each director and officer, who is held to be a fiduciary under any employee pension, profit sharing or welfare plan or trust of the corporation or any of its divisions and who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was such a fiduciary and was serving as such at the request of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding for any breach of any of the responsibilities, obligations or duties imposed upon fiduciaries by the Employee Retirement Income Security Act of 1974 and any amendments thereto, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such plan or trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of such plan or trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. The provisions of all the following paragraphs of this Article relating to directors, officers, employees or agents shall apply also to directors, officers, employees or agents held to be fiduciaries under this paragraph (c), specifically including the power of the corporation (under paragraph (g)) to purchase and maintain insurance on behalf of such fiduciaries.

(d) To the extent that a person who is or was a director, officer, employee or agent of the corporation, or of any other corporation, partnership, joint venture, trust or other enterprise with which such person is or was serving in such capacity at the request of the corporation, has

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been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a), (b) or (c) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(e) Any indemnification under paragraphs (a), (b) or (c) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in paragraphs (a), (b) or (c). Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable but a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.

(f) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article.

(g) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification may be entitled under any statute, provision in the corporation’s articles of incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(h) The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

(i) If the corporation has paid indemnity or has advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

(j) For purposes of this Article, references to “the corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a

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director, officer, employee or agent of such merging corporation, or is or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(k) For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on or involves services by such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the corporation” as referred to in this Article.

(l) The invalidity or unenforceability of any provision in this Article shall not affect the validity or enforceability of the remaining provisions of this Article.

ARTICLE VII

Contracts, Loans, Checks and Deposits

Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may select.

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ARTICLE VIII

Certificates for Shares and Their Transfer

Section 1. Certificates for Shares. The issued shares of the corporation shall be represented in such form as may be determined by the board of directors and may be uncertificated shares. If used, certificates shall be signed by the president (or by a vice-president or the chairman or a vice chairman of the board of directors, if the corporation has such officers), and by the treasurer or an assistant treasurer or the secretary or an assistant secretary, and shall be sealed with the seal of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares, whether certificated or uncertificated, are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled. No shares shall be transferred on the books of the corporation and no new certificate shall be issued until the former certificate, if any, for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.

Section 2. Transfers of Shares. Transfers of shares of the corporation shall be made only on the books of the corporation by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares, if such certificate was issued. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

ARTICLE IX

Fiscal Year

The fiscal year of the corporation shall end on the last day of December in each year.

ARTICLE X

Dividends

The board of directors may from time to time, declare, and the corporation may pay, dividends on its outstanding shares or any class thereof in the manner and upon the terms and conditions provided by law and its articles of incorporation.

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ARTICLE XI

Seal

The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Illinois.”

ARTICLE XII

Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of these by-laws or under the provisions of the articles of incorporation or under the provisions of the Business Corporation Act of 1983 of the State of Illinois, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII

Amendments

These by-laws may be altered, amended or repealed and new by-laws may be adopted at any meeting of the board of directors or at any meeting of the shareholders.

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EX-3.39

EXHIBIT 3.39

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

1. Name of Limited Liability Company: Owens-Corning Fiberglas II, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

“1. The name of the limited liability company formed hereby is Owens-Corning Fiberglas Technology II, LLC.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Certificate of Formation this 3rd day of October, 2006.

/s James R. Whitney

James R. Whitney

Authorized Person

CERTIFICATE OF FORMATION

OF

OWENS-CORNING FIBERGLAS II, LLC

This Certificate of Formation of Owens-Corning Fiberglas II, LLC (the “LLC”) is being duly executed and filed by James R. Whitney, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.)

1. The name of the limited liability company formed hereby is Owens-Corning Fiberglas II, LLC.

2. The address of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Owens-Corning Fiberglas II, LLC this 29th of September, 2006.

/s James R. Whitney

James R. Whitney

Authorized Person

2

EX-3.40

Exhibit 3.40

OPERATING AGREEMENT

OF

OWENS CORNING FIBERGLAS TECHNOLOGY II, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning Fiberglas Technology II, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

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1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Owens Corning Fiberglas Technology II, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

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1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

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ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Owens Corning Fiberglas Technology II, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not

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limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s), the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

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5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

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6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

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6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited

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liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be

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paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

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ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

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10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

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12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

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12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

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14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING SALES, INC.

By:

John W. Christy, Assistant Secretary

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SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Sales, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100%
Owens Corning Sales, LLC (successor in interest to Owens Corning Sales, Inc.) transferred the entire membership interest to:	January 1, 2007
Owens Corning One Owens Corning Parkway Toledo, Ohio 43659		100%

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SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning Fiberglas Technology II, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007.

OWENS CORNING
By:
	John W. Christy
	Authorized Representative

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EX-3.41

Exhibit 3.41

CERTIFICATE OF FORMATION

OF

OWENS CORNING FOAM INSULATION, LLC

This Certificate of Formation of Owens Corning Foam Insulation, LLC (the “LLC”) is being duly executed and filed by James R. Whitney, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.)

1. The name of the limited liability company formed hereby is Owens Corning Foam Insulation, LLC.

2. The address of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Owens Corning Foam Insulation, LLC this 5^th day of July, 2006.

/s/ James R. Whitney

James R. Whitney

Authorized Person

EX-3.42

Exhibit 3.42

OPERATING AGREEMENT

OF

OWENS CORNING FOAM INSULATION, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning Foam Insulation, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

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1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Owens Corning Foam Insulation, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

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1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

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ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Owens Corning Foam Insulation, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s),

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the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently

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or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

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6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of

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Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with

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such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company

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pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

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8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

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10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

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12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

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12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

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14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING SALES, INC.

By:

John W. Christy, Assistant Secretary

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SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Sales, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100%
Owens Corning Sales, LLC (successor in interest to Owens Corning Sales, Inc.) transferred the entire membership interest to:	January 1, 2007
Owens Corning Insulating Systems, LLC One Owens Corning Parkway Toledo, Ohio 43659		100%

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SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning Foam Insulation, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007.

OWENS CORNING INSULATING SYSTEMS, LLC
By:
	John W. Christy
	Authorized Representative

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EX-3.43

Exhibit 3.43

CERTIFICATE OF FORMATION

OF

OWENS CORNING FRANCHISING, LLC

This Certificate of Formation of Owens Corning Franchising, LLC (the “LLC”) is being duly executed and filed by James R. Whitney, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.)

1. The name of the limited liability company formed hereby is Owens Corning Franchising, LLC.

2. The address of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Owens Corning Franchising, LLC this 15^th day of August, 2006.

/s/ James R. Whitney

James R. Whitney

Authorized Person

EX-3.44

Exhibit 3.44

OPERATING AGREEMENT

OF

OWENS CORNING FRANCHISING, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning Franchising, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

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1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Owens Corning Franchising, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

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1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

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ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Owens Corning Franchising, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s),

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the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently

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or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

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6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of

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Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with

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such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company

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pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

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8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

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10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

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12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

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12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

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14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

16

IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING SALES, INC.
By:
	John W. Christy, Assistant Secretary

17

SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Sales, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100%
Owens Corning Sales, LLC (successor in interest to Owens Corning Sales, Inc.) transferred the entire membership interest to:	January 1, 2007
Owens Corning Construction Services, LLC One Owens Corning Parkway Toledo, Ohio 43659		100%

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SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning Franchising, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007.

OWENS CORNING CONSTRUCTION SERVICES, LLC
By:
	John W. Christy Authorized Representative

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EX-3.45

EXHIBIT 3.45

CERTIFICATE OF INCORPORATION

OF

OWENS-CORNING FUNDING CORPORATION

FIRST: The name of the Corporation is Owens-Corning Funding Corporation.

SECOND: The Corporation’s registered office in the State of Delaware is at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose for which the Corporation is organized is to engage in the following activities.

(a) to acquire from Owens-Corning Fiberglas Corporation (and its successors) from time to time any or all right, title and interest in and to receivables including any right to payment from any person, whether constituting an account, chattel paper, instrument or general intangible arising out of or relating to the sale of products or services, monies due thereunder, any related fees and charges (including interest charges), security interest or liens and property subject thereto from time to time purporting to secure payment of such receivable, proceeds from claims on insurance policies related thereto, and related rights (collectively, “Receivables”);

(b) to purchase, acquire, own, hold, service, sell, assign, pledge and otherwise deal with Receivables, related insurance policies and related agreements, or any proceeds or further rights associated with any of the foregoing and to enter into any related agreements with any affiliates;

(c) to enter into agreements pursuant to which the Corporation transfers undivided interests in the Receivables (“Receivables Interests”) to purchasers;

(d) to finance its acquisition of Receivables by the issuance of the Corporation’s bond, note or other obligation for a portion of the purchase price thereof, whether or not on a subordinated basis; and

(e) to engage in any activity and to exercise powers permitted to corporations under the laws of the State of Delaware that are incident to the foregoing and necessary or convenient to accomplish the foregoing.

The limitations on the Corporation’s business and activities as set out in this Article Third may not be altered except upon the affirmative vote of the holders of 100% of the outstanding common stock and the unanimous affirmative vote of all the directors of the Corporation.

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FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Daphne M. Howard

c/o Debevoise & Plimpton

875 Third Avenue

New York, New York 10022

SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

(a) The number of directors of the Corporation shall be fixed and may be altered from time to time in the manner provided in the By-Laws, and vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled, and directors may be removed, as provided in the By-Laws.

(b) The election of directors may be conducted in any manner approved by the stockholders at the time when the election is held and need not be by written ballot.

(c) All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the By-Laws) shall be vested in and exercised by the Board of Directors.

(d) The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation, except to the extent that the By-Laws or this Certificate of Incorporation otherwise provide.

(e) No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, provided that nothing contained in this Article shall eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.

SEVENTH: At all times the Board of Directors shall include at least two directors who are Independent Directors. An “Independent Director” shall be a director who is not at such time, and shall have not been at any time during the previous ten years, (i) a director, officer, employee or affiliate of Owens-Corning Fiberglas Corporation or

2

any of its subsidiaries or affiliates, or of any major creditor thereof or (ii) the beneficial owner of more than 750 shares of the outstanding shares of Common Stock of Owens-Corning Fiberglas Corporation, or if greater, such number of shares the value of which constitutes more than 10% of such individual’s net worth. The term “major creditor” shall mean a financial institution to which Owens-Corning Fiberglas Corporation has outstanding indebtedness for borrowed money in a sum sufficiently large as would reasonably be expected to influence the judgment of the proposed Independent Director adversely to the interests of the Corporation when its interests are adverse to those of Owens-Corning Fiberglas Corporation.

EIGHTH: The Corporation shall indemnify, to the full extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, all persons who may be indemnified pursuant thereto.

NINTH: The Corporation shall be operated in such a manner that it would not be substantively consolidated in the trust estate of any person in the event of a bankruptcy or insolvency of such person and in such regard, the Corporation shall:

(a) not become involved in the day-to-day management of any other person;

(b) conduct all business correspondence of the Corporation and other communication in the Corporation’s own name, in its own stationery and through a separately-listed telephone number;

(c) not commingle any of its assets with the assets of any direct or ultimate parent of the Corporation, except that there may be a commingling of the Corporation’s cash collections and cash proceeds with respect to Receivables with the assets of any such parent (whether in a joint account of the Corporation and such parent or in an account that is the sole property of such parent) for a limited period of time (not exceeding ten days) after receipt of such collections and proceeds prior to (i) the payment of such collections and proceeds to the Corporation or (ii) the application of such collections and proceeds as instructed by, and for the account of, the Corporation;

(d) maintain its corporate records and books of account and its financial and accounting books and records separate from those of the any direct or ultimate parent of the Corporation;

(e) pay from its assets all obligations and indebtedness of any kind incurred by the Corporation, and not pay from its assets any obligations or indebtedness of any direct or ultimate parent of the Corporation;

(f) not engage in transactions with any other person except as expressly set forth in this Certificate of Incorporation and matters necessarily incident thereto;

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(g) at all times conduct its business from an office separate from that of its parent; and

(h) not enter into any transaction with any direct or ultimate parent of the Corporation or any affiliate thereof or pay any dividends on any class of stock issued by the Corporation without the affirmative vote of a majority of the Independent Directors.

TENTH: Without the prior consent of the Independent Directors and unanimous affirmative vote of all of its directors, the Corporation shall not:

(a) institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or consent to a petition seeking reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or, except as required by law, admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of any such action; or

(b) dissolve or liquidate, in whole or in part; merge or consolidate with or into any other entity, or convey or transfer all or substantially all of its properties and assets to any other entity unless:

(i) the entity (if other than the Corporation) formed or surviving the consolidation or merger or which acquires the properties and assets of the Corporation is organized and existing under the laws of any State of the United States or the District of Columbia, expressly assumes the due and punctual payment or performance of any and all obligations of the Corporation, including those obligations of the Corporation under any Agreement, Indenture, Note, certificate or other security, and has a Certificate of Incorporation containing provisions of the Third, Sixth, Seventh, Ninth and this Tenth Article; and

(ii) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any material indebtedness of the Corporation or any agreements relating to such indebtedness; or

(c) incur, assume or guarantee any indebtedness, other than in connection with the purchase and sale of Receivables or Receivables Interests pursuant to one or more receivables purchase agreements or receivables sale agreements; or

(d) engage in any other action that bears upon whether the separate identity of the Corporation and its parent will be respected, or the assets of the Corporation will be consolidated with those of its parent under applicable Federal or state bankruptcy or insolvency law.

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ELEVENTH: Without the consent of each nationally recognized rating agency which has been asked to rate any commercial paper or notes issued by a person not affiliated with the Corporation in order for such person to fund or maintain Receivables or Receivable Interests purchased by such person from the Corporation, the Corporation shall not amend, alter, change or repeal the Third, Sixth, Seventh, Ninth or this Tenth Article of this Certificate of Incorporation; provided that no such consent shall be required in the event that neither such commercial paper nor notes is outstanding at the time of such amendment, alteration, change or repeal. Subject to the foregoing limitation, the Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

TWELFTH: The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinabove named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this day of December, 1994.

/s/ Daphne M. Howard

Daphne M. Howard

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EX-3.46

EXHIBIT 3.46

OWENS-CORNING FUNDING CORPORATION

BY-LAWS

As Adopted on December 16, 1994

OWENS-CORNING FUNDING CORPORATION

BY-LAWS

TABLE OF CONTENTS

		PAGE
	ARTICLE I
	STOCKHOLDERS	1
Section 1.1.	Annual Meetings	1
Section 1.2.	Special Meetings	1
Section 1.3.	Notice of Meetings; Waiver	1
Section 1.4.	Quorum	2
Section 1.5.	Voting	2
Section 1.6.	Voting by Ballot	2
Section 1.7.	Adjournment	2
Section 1.8.	Proxies	2
Section 1.9.	Organization; Procedure	3
Section 1.10.	Consent of Stockholders in Lieu of Meeting	3
	ARTICLE II
	BOARD OF DIRECTORS	4
Section 2.1.	General Powers	4
Section 2.2.	Number and Term of Office	4
Section 2.3.	Election of Directors	4
Section 2.4.	Annual and Regular Meetings	4
Section 2.5.	Special Meetings; Notice	4
Section 2.6.	Quorum; Voting	5
Section 2.7.	Adjournment	5
Section 2.8.	Action Without a Meeting	5
Section 2.9.	Regulations; Manner of Acting	5
Section 2.10.	Action by Telephonic Communications	5
Section 2.11.	Resignations	5
Section 2.12.	Removal of Directors	5
Section 2.13.	Vacancies and Newly Created Directorships	6
Section 2.14.	Compensation	6
Section 2.15.	Reliance on Accounts and Reports, etc	6

i

	ARTICLE III
	EXECUTIVE COMMITTEE AND OTHER COMMITTEES	6
Section 3.1.	How Constituted	6
Section 3.2.	Powers	6
Section 3.3.	Proceedings	7
Section 3.4.	Quorum and Manner of Acting	8
Section 3.5.	Action by Telephonic Communications	8
Section 3.6.	Absent or Disqualified Members	8
Section 3.7.	Resignations	8
Section 3.8.	Removal	8
Section 3.9.	Vacancies	8
	ARTICLE IV
	OFFICERS	8
Section 4.1.	Number	8
Section 4.2.	Election	9
Section 4.3.	Salaries	9
Section 4.4.	Removal and Resignation: Vacancies	9
Section 4.5.	Authority and Duties of Officers	9
Section 4.6.	The President	9
Section 4.7.	The Vice President	9
Section 4.8.	The Secretary	10
Section 4.9.	The Treasurer	10
Section 4.10.	Additional Officer’s	11
Section 4.11.	Security	11
	ARTICLE V
	CAPITAL STOCK	12
Section 5.1.	Certificates of Stock, Uncertificated Shares	12
Section 5.2.	Signatures; Facsimile	12
Section 5.3.	Lost, Stolen or Destroyed Certificates	12
Section 5.4.	Transfer of Stock	12
Section 5.5.	Record Date	13
Section 5.6.	Registered Stockholders	13
Section 5.7.	Transfer Agent and Registrar	14
	ARTICLE VI
	INDEMNIFICATION	14
Section 6.1.	Nature of Indemnity	14

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Section 6.2.	Successful Defense	14
Section 6.3.	Determination That Indemnification Is Proper	15
Section 6.4.	Advance Payment of Expenses	15
Section 6.5.	Procedure for Indemnification of Directors and Officers	15
Section 6.6.	Survival; Preservation of Other Rights	16
Section 6.7.	Insurance	16
Section 6.8.	Severability	16
	ARTICLE VII
	OFFICES	17
Section 7.1.	Registered Office	17
Section 7.2.	Other Offices	17
	ARTICLE VIII
	GENERAL PROVISIONS	17
Section 8.1.	Dividends	17
Section 8.2.	Reserves	17
Section 8.3.	Execution of Instruments	17
Section 8.4.	Corporate Indebtedness	17
Section 8.5.	Deposits	18
Section 8.6.	Checks	18
Section 8.7.	Sale, Transfer, etc. of Securities	18
Section 8.8.	Voting as Stockholder	18
Section 8.9.	Fiscal Year	18
Section 8.10.	Seal	18
Section 8.11.	Books and Records; Inspection	19
	ARTICLE IX
	AMENDMENT OF BY-LAWS	19
Section 9.1.	Amendment	19
	ARTICLE X
	CONSTRUCTION	19
Section 10.1.	Construction	19

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OWENS-CORNING FUNDING CORPORATION

BY LAWS

As adopted on December 16, 1994

ARTICLE I

STOCKHOLDERS

Section 1.1. Annual Meetings. The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, and at such date and hour, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting. [Sections 211(a), (b) . ]¹

Section 1.2. Special Meetings. Special meetings of the stockholders may be called at any time by the President (or, in the event of his absence or disability, by any Vice President), or by the Board of Directors. A special meeting shall be called by the President (or, in the event of his absence or disability, by any Vice President), or by the Secretary, immediately upon receipt of a written request therefor by stockholders holding in the aggregate not less than a majority of the outstanding shares of the Corporation at the time entitled to vote at any meeting of the stockholders. If such officers or the Board of Directors shall fail to call such meeting within 20 days after receipt of such request, any stockholder executing such request may call such meeting. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, as shall be specified in the respective notices or waivers of notice thereof. [Section 211(d) . ]

Section 1.3. Notice of Meetings; Waiver. The Secretary or any Assistant Secretary shall cause written notice of the place, date and hour of each meeting of the stockholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, to be given personally or by mail, not less than ten nor more than sixty days prior to the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been given to a stockholder when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the record of stockholders of the Corporation, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, then directed to him at such other address. Such further notice shall be given as may be required by law.

No notice of any meeting of stockholders need be given to any stockholder who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a written waiver of notice. The attendance of any stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder

¹ Citations are to the General Corporation Law of the State of Delaware as in effect on March 1, 1994 (the “GCL”), and are inserted for reference only, and do not constitute a part of the By-Laws.

attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened. [Sections 222, 229.]

Section 1.4. Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting. [Section 216. ]

Section 1.5. Voting. If, pursuant to Section 5.5 of these By-Laws, a record date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share outstanding in his name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law or, by the Certificate of Incorporation, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting. [Sections 212(a), 216. ]

Section 1.6. Voting by Ballot. No vote of the stockholders need be taken by written ballot or conducted by Inspectors of Elections unless otherwise required by law. Any vote which need not be taken by ballot may be conducted in any manner approved by the meeting.

Section 1.7. Adjournment. If a quorum is not present at any meeting of the stockholders, the stockholders present in person or by proxy shall have the power to adjourn any such meeting from time to time until a quorum is present. Notice of any adjourned meeting of the stockholders of the Corporation need not be given if the place, date and hour thereof are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.5 of these By-Laws, a notice of the adjourned meeting, conforming to the requirements of Section 1.3 hereof, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting. [Section 222(c) .. ]

Section 1.8. Proxies. Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action without a meeting may authorize another person or- persons to vote at any such meeting and express such consent or dissent for him by proxy. A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature, or by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No such proxy shall be voted or acted upon after the expiration

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of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary. Proxies by telegram, cablegram or other electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. [Sections 212(b), (c), (d), (e) . ]

Section 1.9. Organization; Procedure. At every meeting of stockholders the presiding officer shall be the President or, in the event of his absence or disability, a presiding officer chosen by a majority of the stockholders present in person or by proxy. The Secretary, or in the event of his absence or disability, the Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding officer, shall act as Secretary of the meeting. The order of business and all other matters of procedure at every meeting of stockholders may be determined by such presiding officer.

Section 1.10. Consent of Stockholders in Lieu of Meeting. To the fullest extent permitted by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, such action may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. [Section 228(a), (c) . ]

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ARTICLE II

BOARD OF DIRECTORS

Section 2.1. General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141 (a) . ]

Section 2.2. Number and Term of Office. The number of Directors constituting the entire Board of Directors shall be five, which number may be modified from time to time by resolution of the Board of Directors, but in no event shall the number of Directors be less than one. Each Director (whenever elected) shall hold office until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. [Section 141(b) . ]

Section 2.3. Election of Directors. Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at each annual meeting of the stockholders. If the annual meeting for the election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon thereafter as convenient. At each meeting of the stockholders for the election of Directors, provided a quorum is present, the Directors shall be elected by a plurality of the votes validly cast in such election. [Sections 211(b), (c), 216 . ]

Section 2.4. Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of the stockholders at the place of such annual meeting of the stockholders. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meetings. At least four such regular meetings (including the annual meeting) shall be held each year. Notice of regular meetings need not be given, provided, however, that if the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be mailed promptly, or sent by telegram, radio or cable, to each Director who shall not have been present at the meeting at which such action was taken, addressed to him at his usual place of business, or shall be delivered to him personally. Notice of such action need not be given to any Director who attends the first regular meeting after such action is taken without protesting the lack of notice to him, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting. [Section 141 (g) . ]

Section 2.5. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the President or, in the event of his absence or disability, by any Vice President, at such place (within or without the State of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board of Directors may be called on 24 hours’ notice, if notice is given to each Director personally or by telephone or telegram, or on five days’ notice, if notice is mailed to each Director, addressed to him at his usual place of business. Notice of any special

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meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting, and any business may be transacted thereat. [Sections 141(g), 229 . ]

Section 2.6. Quorum; Voting. At all meetings of the Board of Directors, the presence of a majority of the total authorized number of Directors shall constitute a quorum for the transaction of business. Except as otherwise required by law or by the Certificate of Incorporation, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. [Section 141(b) . ]

Section 2.7. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.5 shall be given to each Director.

Section 2.8. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors. [Section 141 (f) .]

Section 2.9. Regulations; Manner of Acting. To the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate. The Directors shall act only as a Board, and the individual Directors shall have no power as such.

Section 2.10. Action by Telephonic Communications. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. [Section 141(i) . ]

Section 2.11. Resignations. Any Director may resign at any time by delivering a written notice of resignation, signed by such Director, to the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. [Section 141(b) . ]

Section 2.12. Removal of Directors. Any Director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote for the election of such Director. Any vacancy in the Board of Directors caused by any such removal may be filled at such meeting by the stockholders entitled to vote for the election of the Director so removed. If such stockholders do not fill such vacancy at such meeting (or in the written instrument effecting such removal, if such removal was effected by consent without a meeting), such vacancy may be filled in the manner provided in Section 2.13 of these By-Laws. [Section 141 (k) . ]

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Section 2.13. Vacancies and Newly Created Directorships. If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum. A Director elected to fill a vacancy or a newly created directorship shall hold office until his successor has been elected and qualified or until his earlier death, resignation or removal. Any such vacancy or newly created directorship may also be filled at any time by vote of the stockholders. [Section 223 . ]

Section 2.14. Compensation. The amount, if any, which each Director shall be entitled to receive as compensation for his services as such shall be fixed from time to time by resolution of the Board of Directors. [Section 141(h) .. ]

Section 2.15. Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or Committees designated by the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e) . ]

ARTICLE III

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 3.1. How Constituted. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more Committees, including an Executive Committee, each such Committee to consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any such Committee, who may replace any absent or disqualified member or members at any meeting of such Committee. Thereafter, members (and alternate members, if any) of each such Committee may be designated at the annual meeting of the Board of Directors. Any such Committee may be abolished or re-designated from time to time by the Board of Directors. Each member (and each alternate member) of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his successor shall have been designated or, until he shall cease to be a Director, or until his earlier death, resignation or removal. [Section 141(c) . ]

Section 3.2. Powers. During the intervals between the meetings of the Board of Directors, the Executive Committee, except as otherwise provided in this section, shall have and may exercise all the powers and authority of the Board of Director’s in the management of the property, affairs and business of the Corporation. Each such other Committee, except as otherwise provided in this section, shall have and may exercise such powers of the Board of Directors as may be provided by resolution or resolutions of the Board of Directors. Neither the Executive Committee nor any such other Committee shall have the power or authority:

(a) to amend the Certificate of Incorporation (except that a Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series),

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(b) to adopt an agreement of merger or consolidation,

(c) to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets,

(d) to recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or

(e) to declare a dividend;

(f) to authorize the issuance of stock;

(g) to remove the President of the Corporation a Director;

(h) to authorize the borrowing of funds, other than under existing facilities, that is material to the capital structure of the Corporation;

(i) to appoint or discharge the Corporation’s independent public accountants;

(j) to authorize the annual operating plan, annual capital expenditure plan and strategic plan;

(k) to authorize the annual operating plan, annual capital expenditure plan and strategic plan;

(l) to abolish or usurp the authority of the Board of Directors; or

(m) to amend the By-Laws of the Corporation.

The Executive Committee shall have, and any such other Committee may be granted by the Board of Directors, power to authorize the seal of the Corporation to be affixed to any or all papers which may require it. [Section 141 (c) . ]

Section 3.3. Proceedings. Each such Committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time. Each such Committee shall keep minutes of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following any such proceedings.

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Section 3.4. Quorum and Manner of Acting. Except as may be otherwise provided in the resolution creating such Committee, at all meetings of any Committee the presence of members (or alternate members) constituting a majority of the total authorized membership of such Committee shall constitute a quorum for the transaction of business. The act of the majority of the members present at any meeting at which a quorum is present shall be the act of such Committee. Any action required or permitted to be taken at any meeting of any such Committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing and such writing or writings are filed with the minutes of the proceedings of the Committee. The members of any such Committee shall act only as a Committee, and the individual members of such Committee shall have no power as such. [Section 141(c), (f) . ]

Section 3.5. Action by Telephonic Communications. Members of any Committee designated by the Board of Directors may participate in a meeting of such Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. [Section 141(i) . ]

Section 3.6. Absent or Disqualified Members. In the absence or disqualification of a member of any Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. [Section 141(c).]

Section 3.7. Resignations. Any member (and any alternate member) of any Committee may resign at any time by delivering a written notice of resignation, signed by such member, to the Chairman or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.8. Removal. Any member (and any alternate member) of any Committee may be removed at any time, either for or without cause, by resolution adopted by a majority of the whole Board of Directors.

Section 3.9. Vacancies. If any vacancy shall occur in any Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members (and any alternate members) shall continue to act, and any such vacancy may be filled by the Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors also may elect one or more Assistant Secretaries and Assistant Treasurers in such numbers as the Board of Directors may determine. Any number of offices may be held by the same person. No officer need be a Director of the Corporation. [Section 142(a), (b) . ]

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Section 4.2. Election. Unless otherwise determined by the Board of Directors, the officer’s of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors. In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board of Directors. Each officer shall hold office until his successor has been elected and qualified, or until his earlier death, resignation or removal. [Section 142 (b) . ]

Section 4.3. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 4.4. Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors. Any officer may resign at any time by delivering a written notice of resignation, signed by such officer, to the Board of Directors or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors. [Section 142 (b), (e) . ]

Section 4.5. Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these By-Laws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law. [Section 142 (a) . ]

Section 4.6. The President. The President shall preside at all meetings of the stockholders and directors at which he is present, shall be the chief executive officer and the chief operating officer of the Corporation, shall have general control and supervision of the policies and operations of the Corporation and shall see that all order’s and resolutions of the Board of Directors are carried into effect. He shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer and a chief operating officer of a corporation. He shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Corporation is affixed. He shall have the authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or agent elected or appointed by the President or the Board of Directors. The President shall perform such other duties and have such other powers as the Board of Directors or the Chairman may from time to time prescribe.

Section 4.7. The Vice President. Each Vice President shall perform such duties and exercise such powers as may be assigned to him from time to time by the President. In the absence of the President, the duties of the President shall be performed and his powers may be

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exercised by such Vice President as shall be designated by the President, or failing such designation, such duties shall be performed and such powers may be exercised by each Vice President in the order of their earliest election to that office; subject in any case to review and superseding action by the President.

Section 4.8. The Secretary. The Secretary shall have the following powers and duties:

(a) He shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholder’s and of the Board of Directors in books provided for that purpose.

(b) He shall cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by law.

(c) Whenever any Committee shall be appointed pursuant to a resolution of the Board of Directors, he shall furnish a copy of such resolution to the members of such Committee.,

(d) He shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under- its seal shall have been duly authorized in accordance with these By-Laws, and when so affixed he may attest the same.

(e) He shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate of Incorporation or these By-Laws.

(f) He shall have charge of the stock books and ledgers of the Corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each became such holder of record.

(g) He shall sign (unless the Treasurer, an Assistant Treasurer or Assistant Secretary shall have signed) certificates representing shares of the Corporation the issuance of which shall have been authorized by the Board of Directors.

(h) He shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these By-Laws or as may be assigned to him from time to time by the Board of Directors, or the President.

Section 4.9. The Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall have the following powers and duties:

(a) He shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and shall keep or cause to be kept full and accurate records of all receipts of the Corporation.

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(b) He shall cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected in accordance with Section 8.5 of these By-Laws.

(c) He shall cause the moneys of the Corporation to be disbursed by checks or drafts (signed as provided in Section 8.5 of these By-Laws) upon the authorized depositaries of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.

(d) He shall render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the Corporation and of all his transactions as Treasurer, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.

(e) He shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation.

(f) He may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing stock of the Corporation the issuance of which shall have been authorized by the Board of Directors.

(g) He shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these By-Laws or as may be assigned to him from time to time by the Board of Directors, or the President.

Section 4.10. Additional Officers. The Board of Directors may appoint such other officers and agents as it may deem appropriate, and such other officer’s and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors. The Board of Directors from time to time may delegate to any officer or agent the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any such officer or agent may remove any such subordinate officer or agent appointed by him, for or without cause. [Section 142(a), (b) . ]

Section 4.11. Security. The Board of Director’s may require any officer, agent or employee of the Corporation to provide security for the faithful performance of his duties, in such amount and of such character as may be determined from time to time by the Board of Directors. (Section 142 (c) . ]

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ARTICLE V

CAPITAL STOCK

Section 5.1. Certificates of Stock, Uncertificated Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until each certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock in the Corporation represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation, by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form. Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws. [Section 158 . ]

Section 5.2. Signatures; Facsimile. All of such signatures on the certificate may be a facsimile, engraved or printed, to the extent permitted by law. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. [Section 158.]

Section 5.3. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon delivery to the Board of Directors of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Board of Directors may require the owner of such lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate. [Section 167 . ]

Section 5.4. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or- stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware. Subject to the provisions of the Certificate of Incorporation and these By-Laws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation. [Section 151 (f) . ]

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Section 5.5. Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than sixty nor less than ten days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Director’s may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213 . ]

Section 5.6. Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so. [Section 159 . ]

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Section 5.7. Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

ARTICLE VI

INDEMNIFICATION²

Section 6.1. Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or, completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or, is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or-proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or, not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2. Successful Defense. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 6.1 hereof or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

² Section 145.

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Section 6.3. Determination That Indemnification Is Proper. Any indemnification of a director or officer of the Corporation under Section 6.1 hereof (unless ordered by a court) shall be made by the Corporation unless a determination is made that indemnification of the director or officer is not proper in the circumstances because he has not met the applicable standard of conduct set forth in Section 6.1 hereof. Any indemnification of an employee or agent of the Corporation under Section 6.1 hereof (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 hereof. Any such determination shall be made (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 6.4. Advance Payment of Expenses. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s counsel to represent such director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

Section 6.5. Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the Corporation under Sections 6.1 and 6.2, or advance of costs, charges and expenses to a director or officer under Section 6.4 of this Article, shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. if a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this Article is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved such request. If the Corporation denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 6.4 of this Article where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Section 6.1 of this Article, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such

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action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 of this Article, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 6.6. Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or- any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a “contract right” may not be modified retroactively without the consent of such director, officer, employee or agent.

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.7. Insurance. The Corporation shall purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article, provided that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the entire Board of Directors and provided further; that this requirement shall be satisfied if the officers and directors of the Corporation are covered by the applicable policy of any parent to the Corporation.

Section 6.8. Severability. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

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ARTICLE VII

OFFICES

Section 7.1. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle.

Section 7.2. Other Offices. The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.1. Dividends. Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and any such dividend may be paid in cash, property, or shares of the Corporation’s Capital Stock.

A member of the Board of Directors, or a member of any Committee designated by the Board of Director’s shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or Committees of the Board of Directors, or by any other person as to matters the Director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid. [Sections 172, 173 . ]

Section 8.2. Reserves. There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may similarly modify or abolish any such reserve. [Section 171 . ]

Section 8.3. Execution of Instruments. The President, any officer of the Corporation may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors or the President may authorize any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization may be general or limited to specific contracts or instruments.

Section 8.4. Corporate Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized

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by the Board of Directors or the President. Such authorization may be general or confined to specific instances. Loans so authorized may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors or the President shall authorize. When so authorized by the Board of Directors or the President, any part of or all the properties, including contract rights, assets, business or good will of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

Section 8.5. Deposits. Any funds of the Corporation may be deposited from time to time in such banks, trust companies or other depositaries as may be determined by the Board of Directors or the President, or by such officers or agents as may be authorized by the Board of Directors or the President to make such determination.

Section 8.6. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board of Directors or the President from time to time may determine.

Section 8.7. Sale, Transfer, etc. of Securities. To the extent authorized by the Board of Directors or by the President, any Vice President, the Secretary or the Treasurer or any other officers designated by the Board of Directors or the President may sell, transfer, endorse, and assign any shares of stock, bonds or other securities owned by or held in the name of the Corporation, and may make, execute and deliver in the name of the Corporation, under its corporate seal, any instruments that may be appropriate to effect any such sale, transfer, endorsement or assignment.

Section 8.8. Voting as Stockholder. Unless otherwise determined by resolution of the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation in which the Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock. Such officers acting on behalf of the Corporation shall have full power and authority to execute any instrument expressing consent to or dissent from any action of any such corporation without a meeting. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

Section 8.9. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January of each year (except for the Corporation’s first fiscal year which shall commence on the date of incorporation) and shall terminate in each case on December 31.

Section 8.10. Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal shall be subject to alteration by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

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Section 8.11. Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 9.1. Amendment. These By-Laws may be amended, altered or repealed

(a) by resolution adopted by a majority of the Board of Director’s at any special or regular meeting of the Board if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting; or

(b) at any regular or special meeting of the stockholders if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting. [Section 109 (a) . ]

ARTICLE X

CONSTRUCTION

Section 10.1. Construction. In the event of any conflict between the provisions of these By-Laws as in effect from time to time and the provisions of the certificate of incorporation of the Corporation as in effect from time to time, the provisions of such certificate of incorporation shall be controlling.

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EX-3.47

EXHIBIT 3.47

CERTIFICATE OF INCORPORATION

OF

OWENS CORNING HOMEXPERTS, INC.

FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Owens Corning HOMExperts, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 1,000 shares of common stock with a par value of $.01 per share.

FIFTH: The name and mailing address of the incorporator are James R. Whitney, Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois 60603.

SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-laws of the Corporation, subject to any specific limitation on such power contained in any By-laws adopted by the stockholders. Elections of directors need not be by written ballot unless the By-laws of the Corporation so provide.

SEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article Seventh by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

EIGHTH: Each person who is or was a director or officer of the Corporation, and each person who serves or served at the request of the Corporation as a director or officer of another enterprise, shall be indemnified by the Corporation in accordance with, and to the fullest extent authorized by, the General Corporation Law of Delaware as it may be in effect from time to time.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the incorporator named above, has executed this Certificate on July 5, 2006.

/s/ James R. Whitney

Name: James R. Whitney

Incorporator

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EX-3.48

EXHIBIT 3.48

BY-LAWS

OF

OWENS CORNING HOMEXPERTS, INC.

As approved, adopted and ratified by all the Directors of the Corporation

as of July 5, 2006

ARTICLE I

Stockholders Meetings

Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place as may be fixed by resolution of the Board of Directors from time to time.

Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time only by the Chairman of the Board, if any, the President, the Board of Directors or by a committee of the Board of Directors authorized to call such meetings, and by no other person. The business transacted at a special meeting of stockholders shall be limited to the purpose or purposes for which such meeting is called, except as otherwise determined by the Board of Directors or the chairman of the meeting.

Section 1.3. Notice of Meetings. A written notice of each annual or special meeting of stockholders shall be given stating the place, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these By-laws, such notice of meeting shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 1.4. Adjournments. Any annual or special meeting of stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with Section 1.3.

Section 1.5. Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the presence in person or by proxy of the holders of stock having a majority of the votes which could be cast by the holders of all outstanding stock entitled to vote at the meeting shall constitute a quorum at each meeting of stockholders. In the absence of a

quorum, the stockholders so present may, by the affirmative vote of the holders of stock having a majority of the votes which could be cast by all such holders, adjourn the meeting from time to time in the manner provided in Section 1.4 of these By-laws until a quorum is present. If a quorum is present when a meeting is convened, the subsequent withdrawal of stockholders, even though less than a quorum remains, shall not affect the ability of the remaining stockholders lawfully to transact business.

Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or if there is none or in his or her absence, by the President, or in his or her absence, by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7. Voting. (a) Except as otherwise provided by the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power on the matter in question.

(b) Voting at meetings of stockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast in the election of directors. Each other question shall, unless otherwise provided by law, the Certificate of Incorporation or these By-laws, be decided by the vote of the holders of stock having a majority of the votes which could be cast by the holders of all stock entitled to vote on such question which are present in person or by proxy at the meeting.

(c) Stock of the Corporation standing in the name of another corporation and entitled to vote may be voted by such officer, agent or proxy as the by-laws or other internal regulations of such other corporation may prescribe or, in the absence of such provision, as the board of directors or comparable body of such other corporation may determine.

(d) Stock of the Corporation standing in the name of a deceased person, a minor, an incompetent or a debtor in a case under Title 11, United States Code, and entitled to vote may be voted by an administrator, executor, guardian, conservator, debtor-in-possession or trustee, as the case may be, either in person or by proxy, without transfer of such shares into the name of the official or other person so voting.

(e) A stockholder whose voting stock of the Corporation is pledged shall be entitled to vote such stock unless on the transfer records of the Corporation the pledgor has expressly empowered the pledgee to vote such shares, in which case only the pledgee, or such pledgee’s proxy, may represent such shares and vote thereon.

(f) If voting stock is held of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so

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provided, their acts with respect to voting shall have the following effect: (i) if only one votes, such act binds all; (ii) if more than one vote, the act of the majority so voting binds all; and (iii) if more than one votes, but the vote is evenly split on any particular matter each faction may vote such stock proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery of the State of Delaware or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the stock, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this subsection shall be a majority or even split in interest.

(g) Stock of the Corporation belonging to the Corporation, or to another corporation a majority of the shares entitled to vote in the election of directors of which are held by the Corporation, shall not be voted at any meeting of stockholders and shall not be counted in the total number of outstanding shares for the purpose of determining whether a quorum is present. Nothing in this Section 1.7 shall limit the right of the Corporation to vote shares of stock of the Corporation held by it in a fiduciary capacity.

Section 1.8. Proxies. (a) Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy filed with the Secretary before or at the time of the meeting. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing with the Secretary an instrument in writing revoking the proxy or another duly executed proxy bearing a later date.

(b) A stockholder may authorize another person or persons to act for such stockholder as proxy (i) by executing a writing authorizing such person or persons to act as such, which execution may be accomplished by such stockholder or such stockholder’s authorized officer, director, partner, employee or agent (or, if the stock is held in a trust or estate, by a trustee, executor or administrator thereof) signing such writing or causing his or her signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature, or (ii) by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission (a “Transmission”) to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such Transmission; provided that any such Transmission must either set forth or be submitted with information from which it can be determined that such Transmission was authorized by such stockholder.

(c) The Secretary or such other person or persons as shall be appointed from time to time by the Board of Directors shall examine Transmissions to determine if they are valid. If it is determined a Transmission is valid, the person or persons making that determination shall specify the information upon which such person or persons relied. Any copy, facsimile telecommunication or other reliable reproduction of such a writing or Transmission may be substituted or used in lieu of the original writing or Transmission for any and all purposes for which the original writing or Transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or Transmission.

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Section 1.9. Fixing Date of Determination of Stockholders of Record. (a) In order that the corporation may determine the stockholders entitled (i) to notice of or to vote at any meeting of stockholders or any adjournment thereof, (ii) to express consent to corporate action in writing without a meeting, (iii) to receive payment of any dividend or other distribution or allotment of any rights, (iv) to exercise any rights in respect of any change, conversion or exchange of stock or (v) to take, receive or participate in any other action, the Board of Directors may fix a record date, which shall not be earlier than the date upon which the resolution fixing the record date is adopted by the Board of Directors and which (1) in the case of a determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, be not more than 60 nor less than ten days before the date of such meeting; (2) in the case of a determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall be not more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall be not more than 60 days before such action.

(b) If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, but the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.10. List of Stockholders Entitled to Vote. The Secretary shall prepare, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

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Section 1.11. Action By Consent of Stockholders. (a) Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted.

(b) Every written consent shall bear the date of signature of each stockholder (or his, her or its proxy) signing such consent. Prompt notice of the taking of corporate action without a meeting of stockholders by less than unanimous written consent shall be given to those stockholders who have not consented in writing . All such written consents shall be delivered to the Corporation at its registered office in the State of Delaware, at its principal place of business or to the Secretary. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. No written consent shall be effective to authorize or take the corporate action referred to therein unless, within 60 days of the earliest dated written consent delivered to the Corporation in the manner required by this Section 1.11, written consents signed by a sufficient number of persons to authorize or take such action are delivered to the Corporation at its registered office in the State of Delaware, at its principal place of business or to the Secretary. All such written consents shall be filed with the minutes of proceedings of the stockholders, and actions authorized or taken under such written consents shall have the same force and effect as those authorized or taken pursuant to a vote of the stockholders at an annual or special meeting.

ARTICLE II

Board of Directors

Section 2.1. Number. The Board of Directors shall consist of one or more directors, the number thereof to be determined from time to time by resolution of the Board of Directors.

Section 2.2. Election; Resignation; Vacancies. (a) Unless the certificate of incorporation or an amendment to these by-laws adopted by the stockholders provides for a Board of Directors divided into two or three classes, at each annual meeting of stockholders the stockholders shall elect directors each of whom shall hold office until the next annual meeting of stockholders and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. If the Board of Directors is divided into classes, at each annual meeting at which the term of office of a class of directors expires, the stockholders shall elect directors of such class each to hold office until the annual meeting at which the terms of office of such class of directors expire and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

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(b) Any director may resign at any time by giving written notice to the Chairman of the Board, if any, the President or the Secretary. Unless otherwise stated in a notice of resignation, it shall take effect when received by the officer to whom it is directed, without any need for its acceptance.

(c) Any newly created directorship or any vacancy occurring in the Board of Directors for any reason may be filled by a majority of the remaining directors, although less than a quorum, or by a plurality of the votes cast in the election of directors at a meeting of stockholders. Each director elected to replace a former director shall hold office until the expiration of the term of office of the director whom he or she has replaced and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. A director elected to fill a newly created directorship shall serve until the next annual meeting of stockholders (or, if the Board of Directors is divided into classes, the annual meeting at which the terms of office of the class of directors to which he or she is assigned expire) and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Section 2.3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held, without call or notice, immediately after and at the same place as the annual meeting of stockholders, for the purpose of organizing the Board of Directors, electing officers and transacting any other business that may properly come before such meeting. If the stockholders shall elect the directors by written consent of stockholders as permitted by Section 1.11 of these By-laws, a special meeting of the Board of Directors shall be called as soon as practicable after such election for the purposes described in the preceding sentence. Additional regular meetings of the Board of Directors may be held without call or notice at such times as shall be fixed by resolution of the Board of Directors.

Section 2.4. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, the President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. The purpose or purposes of a special meeting need not be stated in the call or notice.

Section 2.5. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or if there is none or in his or her absence, by the President, or in his or her absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting. A majority of the directors present at a meeting, whether or not they constitute a quorum, may adjourn such meeting to any other date, time or place without notice other than announcement at the meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Unless the Certificate of Incorporation or these By-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

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Section 2.7. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members present at any meeting and not disqualified from voting, whether or not a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and provided in these By-laws or in the resolution of the Board of Directors designating such committee, or an amendment to such resolution, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 2.8. Telephonic Meetings. Directors, or any committee of directors designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 2.8 shall constitute presence in person at such meeting.

Section 2.9. Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts), and the written consent or consents are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 2.10. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article II of these By-laws.

Section 2.11. Reliance upon Records. Every director, and every member of any committee of the Board of Directors, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director or member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s capital stock might properly be purchased or redeemed.

Section 2.12. Interested Directors. A director who is directly or indirectly a party to a contract or transaction with the Corporation, or is a director or officer of or has a

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financial interest in any other corporation, partnership, association or other organization which is a party to a contract or transaction with the Corporation, may be counted in determining whether a quorum is present at any meeting of the Board of Directors or a committee thereof at which such contract or transaction is considered or authorized, and such director may participate in such meeting and vote on such authorization to the extent permitted by applicable law, including Section 144 of the General Corporation Law of the State of Delaware.

Section 2.13. Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors. The directors shall be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors or a committee thereof and may be paid a fixed sum for attendance at each such meeting and an annual retainer or salary for services as a director or committee member. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 2.14. Presumption of Assent. Unless otherwise provided by the laws of the State of Delaware, a director who is present at a meeting of the Board of Directors or a committee thereof at which action is taken on any matter shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of such meeting or unless he or she shall file his or her written dissent to such action with the person acting as secretary of such meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary immediately after the adjournment of such meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE III

Officers

Section 3.1. Executive Officers; Election; Qualification; Term of Office. The Board of Directors shall elect a President and may, if it so determines, a Chairman of the Board from among its members. The Board of Directors shall also elect a Secretary and may elect one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Any number of offices may be held by the same person. Each officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

Section 3.2. Resignation; Removal; Vacancies. Any officer may resign at any time by giving written notice to the Chairman of the Board, if any, the President or the Secretary. Unless otherwise stated in a notice of resignation, it shall take effect when received by the officer to whom it is directed, without any need for its acceptance. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation. A vacancy occurring in any office of the Corporation may be filled for the unexpired portion of the term thereof by the Board of Directors at any regular or special meeting.

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Section 3.3. Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 3.4. Chief Executive Officer. The President shall be the Chief Executive Officer of the Corporation and shall in general supervise and control all of the business affairs of the Corporation, subject to the direction of the Board of Directors. The President may execute, in the name and on behalf of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors or a committee thereof has authorized to be executed, except in cases where the execution shall have been expressly delegated by the Board of Directors or a committee thereof to some other officer or agent of the corporation.

Section 3.5. The Vice Presidents. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board of Directors or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Board of Directors may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Corporation’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Board of Directors.

Section 3.6. The Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected, disburse the funds of the Corporation as ordered by the Board of Directors or the President or as otherwise required in the conduct of the business of the Corporation and render to the President or the Board of Directors, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Corporation. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board of Directors shall determine, for the faithful discharge of his or her duties and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 3.7. Secretary. In addition to such other duties, if any, as may be assigned to the Secretary by the Board of Directors, the Chairman of the Board, if any, or the President, the Secretary shall (i) keep the minutes of proceedings of the stockholders, the Board of Directors and any committee of the Board of Directors in one or more books provided for that

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purpose; (ii) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (iii) be the custodian of the records and seal of the Corporation; (iv) affix or cause to be affixed the seal of the Corporation or a facsimile thereof, and attest the seal by his or her signature, to all certificates for shares of stock of the Corporation and to all other documents the execution of which under seal is authorized by the Board of Directors; and (v) unless such duties have been delegated by the Board of Directors to a transfer agent of the Corporation, keep or cause to be kept a register of the name and address of each stockholder, as the same shall be furnished to the Secretary by such stockholder, and have general charge of the stock transfer records of the Corporation.

Section 3.8. Assistant Treasurers and Secretaries. In the absence of the Secretary or the Treasurer, as the case may be, or in the event of his or her inability or refusal to act, the Assistant Secretaries and the Assistant Treasurers, respectively, in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall perform the duties and exercise the powers of the Secretary or the Treasurer, as the case may be. In addition, the Assistant Secretaries and the Assistant Treasurers shall, in general, perform such duties as may be assigned to them by the President, the Secretary, the Treasurer or the Board of Directors. Each Assistant Treasurer shall, if required by the Board of Directors, give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board of Directors shall determine, for the faithful discharge of his or her duties.

ARTICLE IV

Stock Certificates and Transfers

Section 4.1. Certificate. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board, if any, or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent, or registrar continued to be such at the date of issue.

Section 4.2. Lost, Stolen or Destroyed Certificates; Issuance of New Certificates. The Corporation may issue a new certificate for stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such stockholder’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 4.3. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for stock of the Corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer or, if the relevant stock certificate is claimed to have been lost, stolen or destroyed, upon compliance with

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the provisions of Section 4.2 of these By-laws, and upon payment of applicable taxes with respect to such transfer, and in compliance with any restrictions on transfer applicable to such stock certificate or the shares represented thereby of which the Corporation shall have notice and subject to such rules and regulations as the Board of Directors may from time to time deem advisable concerning the transfer and registration of stock certificates, the Corporation shall issue a new certificate or certificates for such stock to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Transfers of stock shall be made only on the books of the Corporation by the registered holder thereof or by such holder’s attorney or successor duly authorized as evidenced by documents filed with the Secretary or transfer agent of the Corporation. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificate or certificates representing such stock are presented to the Corporation for transfer, both the transferor and transferee request the Corporation to do so.

Section 4.4. Stockholders of Record. The Corporation shall be entitled to treat the holder of record of any stock of the Corporation as the holder thereof and shall not be bound to recognize any equitable or other claim to or interest in such stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of the State of Delaware.

ARTICLE V

Notices

Section 5.1. Manner of Notice. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, whenever notice is required to be given to any stockholder, director or member of any committee of the Board of Directors, such notice may be given by personal delivery or by depositing it, in a sealed envelope, in the United States mails, first class, postage prepaid, addressed, or by delivering it to a telegraph company, charges prepaid, for transmission, or by transmitting it via telecopier, to such stockholder, director or member, either at the address of such stockholder, director or member as it appears on the records of the Corporation or, in the case of such a director or member, at his or her business address; and such notice shall be deemed to be given at the time when it is thus personally delivered, deposited, delivered or transmitted, as the case may be. Such requirement for notice shall also be deemed satisfied, except in the case of stockholder meetings, if actual notice is received orally or by other writing by the person entitled thereto as far in advance of the event with respect to which notice is being given as the minimum notice period required by law or these By-laws.

Section 5.2. Dispensation with Notice. (a) Whenever notice is required to be given by law, the Certificate of Incorporation or these By-laws to any stockholder to whom (i) notice of two consecutive annual meetings of stockholders, and all notices of meetings of stockholders or of the taking of action by stockholders by written consent without a meeting to such stockholder during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities of the Corporation during a 12-month period, have been mailed addressed to such stockholder at the address of such stockholder as shown on the records of the Corporation and have been returned

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undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting which shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth the then current address of such stockholder, the requirement that notice be given to such stockholder shall be reinstated.

(b) Whenever notice is required to be given by law, the Certificate of Incorporation or these By-laws to any person with whom communication is unlawful, the giving of such notice to such person shall not be required, and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.

Section 5.3. Waiver of Notice. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee or directors need be specified in any written waiver of notice.

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. (a) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law as in effect on the date of adoption of these By-laws or as it may thereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise, against any and all liability and loss (including judgments, fines, penalties and amounts paid in settlement) suffered or incurred and expenses reasonably incurred by such person; provided that any standard of conduct applicable to whether a director or officer may be indemnified shall be equally applicable to an employee or agent under this Article VI. The Corporation shall not be required to indemnify a person in connection with a proceeding initiated by such person, including a counterclaim or crossclaim, unless the proceeding was authorized by the Board of Directors.

(b) For purposes of this Article VI: (i) any reference to “other enterprise” shall include all plans, programs, policies, agreements, contracts and payroll practices and related trusts for the benefit of or relating to employees of the Corporation and its related entities (“employee benefit plans”); (ii) any reference to “fines”, “penalties”, “liability” and “expenses”

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shall include any excise taxes, penalties, claims, liabilities and reasonable expenses (including reasonable legal fees and related expenses) assessed against or incurred by a person with respect to any employee benefit plan; (iii) any reference to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation or trustee or administrator of any employee benefit plan which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, beneficiaries, fiduciaries, administrators and service providers; (iv) any reference to serving at the request of the Corporation as a director, officer, employee or agent of a partnership or trust shall include service as a partner or trustee; and (v) a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” for purposes of this Article VI.

Section 6.2. Prepayment of Expenses. The Corporation may pay or reimburse the reasonable expenses incurred in defending any proceeding in advance of its final disposition if the Corporation has received in advance an undertaking by the person receiving such payment or reimbursement to repay all amounts advanced if it should be ultimately determined that he or she is not entitled to be indemnified under this Article VI or otherwise. The Corporation may require security for any such undertaking.

Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article VI is not paid in full within 60 days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.5. Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee, partner or agent of another corporation, partnership, joint venture or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture or other enterprise.

Section 6.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

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ARTICLE VII

General

Section 7.1. Fiscal year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The Corporation shall have no corporate seal.

Section 7.3. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 7.4. Amendment of By-laws. These By-laws may be altered or repealed, and new By-laws made, by the Board of Directors, but the stockholders may make additional By-laws and may alter and repeal any By-laws whether adopted by them or otherwise.

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EX-3.49

EXHIBIT 3.49

CERTIFICATE OF INCORPORATION

OF

OWENS CORNING HT, INC. * * * * * *

1. The name of the corporation is: Owens Corning HT, Inc.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is: 100 Common Shares and the par value of each of such shares is: One Cent ($.01) amounting in the aggregate to One Dollar ($1.00).

5. The name and mailing address of the sole incorporator is as follows:

Bonnie M. Macy	Owens Corning
	Fiberglas Tower
	Toledo, Ohio 43659

The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

Dennis L. Jarvela	Owens Corning
	Fiberglas Tower
	Toledo, Ohio 43659

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meeting of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omission not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have set my hand this 6th day of May, 1996.

/s/ Bonnie M. Macy

Bonnie M. Macy, Sole Incorporator

EX-3.50

EXHIBIT 3.50

Owens Corning HT, Inc.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Toledo, State of Ohio, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1997, shall be held on April 18th if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority

of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

At all elections of directors of the corporation each stockholder having voting power shall be entitled to exercise the right of cumulative voting as provided in the certificate of incorporation.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be one. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on one days’ notice to each director, either personally or by mail or by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board of directors one director shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any

meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile telecommunication.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by

the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Upon the face or back of each stock certificate issued to represent any partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, shall be set forth the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such

owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be

contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.51

Exhibit 3.51

CERTIFICATE OF FORMATION

OF

OWENS CORNING INSULATING SYSTEMS, LLC

This Certificate of Formation of Owens Corning Insulating Systems, LLC (the “LLC”) is being duly executed and filed by James R. Whitney, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.)

1. The name of the limited liability company formed hereby is Owens Corning Insulating Systems, LLC.

2. The address of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Owens Corning Insulating Systems, LLC this 5^th day of July, 2006.

/s/ James R. Whitney

James R. Whitney

Authorized Person

EX-3.52

Exhibit 3.52

OPERATING AGREEMENT

OF

OWENS CORNING INSULATING SYSTEMS, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning Insulating Systems, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

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1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Owens Corning Insulating Systems, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

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1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

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ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Owens Corning Insulating Systems, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s),

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the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently

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or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

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6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of

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Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with

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such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company

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pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

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8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing

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Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

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12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

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12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

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14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING SALES, INC.
By:
	John W. Christy, Assistant Secretary

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SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Sales, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100%
Owens Corning Sales, LLC (successor in interest to Owens Corning Sales, Inc.) transferred the entire membership interest to:	January 1, 2007
Owens Corning One Owens Corning Parkway Toledo, Ohio 43659		100%

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SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning Insulating Systems, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007.

OWENS CORNING
By:
	John W. Christy Authorized Representative

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EX-3.53

EXHIBIT 3.53

CERTIFICATE OF INCORPORATION

OF

OWENS-CORNING OVERSEAS HOLDINGS, INC.

1. The name of the corporation is:

OWENS-CORNING OVERSEAS HOLDINGS, INC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand Five Hundred (1,500); all of such shares shall be without par value.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the incorporator is:

M. C. Kinnamon

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

7. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 14th day of June, 1994.

/s/ M. C. Kinnamon

M. C. Kinnamon

EX-3.54

EXHIBIT 3.54

OWENS-CORNING OVERSEAS HOLDINGS, INC.

* * * * *

B Y – L A W S

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Toledo in the State of Ohio, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1995, shall be held on the 1st Thursday of April if not a legal holiday, and if a legal holiday, then on the next secular day following, at .M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing

of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be three (3). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on five (5) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board two (2) directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at

any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151 (a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, bit such notice may be

given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making

of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or

entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

STATEMENT

OF

SOLE INCORPORATOR

OF

OWENS-CORNING OVERSEAS HOLDINGS, INC.

* * * * *

The certificate of incorporation of this corporation having been filed in the office of the Secretary of State, the undersigned, being the sole incorporator named in said certificate, does hereby state that the following actions were taken on this day for the purpose of organizing this corporation:

1. By-laws for the regulation of the affairs of the corporation were adopted by the undersigned incorporator and were ordered inserted in the minute book immediately following the copy of the certificate of incorporation and before this instrument.

2. The following persons were elected as directors to hold office until the first annual meeting of stockholders or until their respective successors are elected and qualified:

Charles H. Dana

David W. Devonshire

William F. Dent

3. The board of directors was authorized, in its discretion, to issue the shares of the capital stock of this corporation to the full amount or number of shares authorized by the certificate of incorporation, in such amounts and for such considerations as from time to time shall be determined by the board of directors and as may be permitted by law.

Dated, June 14th, 1994.

M. C. Kinnamon

EX-3.55

Exhibit 3.55

CERTIFICATE OF FORMATION

OF

OWENS CORNING ROOFING AND ASPHALT, LLC

This Certificate of Formation of Owens Corning Roofing and Asphalt, LLC (the “LLC”) is being duly executed and filed by James R. Whitney, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.)

1. The name of the limited liability company formed hereby is Owens Corning Roofing and Asphalt, LLC.

2. The address of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Owens Corning Roofing and Asphalt, LLC this 5^th day of July, 2006.

/s/ James R. Whitney

James R. Whitney

Authorized Person

EX-3.56

Exhibit 3.56

OPERATING AGREEMENT

OF

OWENS CORNING ROOFING AND ASPHALT, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning Roofing and Asphalt, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

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1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Owens Corning Roofing and Asphalt, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

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1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

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ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Owens Corning Roofing and Asphalt, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s),

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the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently

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or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

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6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of

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Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with

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such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company

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pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

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8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

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10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

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12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

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12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

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14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING SALES, INC.

By:

John W. Christy, Assistant Secretary

#1158061v1 Operating Agreement Owens Corning Roofing and Asphalt, LLC 17

SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Sales, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100	%
Owens Corning Sales, LLC (successor in interest to Owens Corning Sales, Inc.) transferred the entire membership interest to:	January 1, 2007
Owens Corning One Owens Corning Parkway Toledo, Ohio 43659		100	%

#1158061v1 Operating Agreement Owens Corning Roofing and Asphalt, LLC 18

SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning Roofing and Asphalt, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007.

OWENS CORNING
By:
	John W. Christy
	Authorized Representative

#1158061v1 Operating Agreement Owens Corning Roofing and Asphalt, LLC 19

EX-3.57

EXHIBIT 3.57

CERTIFICATION OF INFORMATION

OF

OC SALES MERGER COMPANY, LLC

1. The name of the limited liability company is OC Sales Merger Company, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of OC Sales Merger Company, LLC this 19th day of September, 2006.

/s/ James I. Rothschild

James I. Rothschild, authorized representative

EX-3.58

Exhibit 3.58

OPERATING AGREEMENT

OF

OC SALES MERGER COMPANY, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the “Initial Member”), as the sole member of OC Sales Merger Company, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and its affiliated companies, all of which are direct or indirect subsidiaries of Owens Corning, pursuant to which the Company serves as

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Agent for such companies, together with a Services Agreement with Owens Corning for the provision of certain of such accounting and other administrative services by Owens Corning (the “Agent”), pursuant to which Owens Corning will maintain the Company’s books and records and perform certain other services on behalf of the Company with respect to the Company’s obligations as Agent to the Owens Corning affiliated companies.

1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. OC Sales Merger Company, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

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1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

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1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is OC Sales Merger Company, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

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2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s), the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

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5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any

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officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

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6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,

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whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

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7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

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7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

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ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST

AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

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ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

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(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

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12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

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14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING SALES, INC.
By:	/s/ John W. Christy
	John W. Christy, Assistant Secretary

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SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Sales, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100%
As a result of the Merger of Owens Corning Sales, Inc. into the Company:	January 1, 2007
Owens Corning One Owens Corning Parkway Toledo, Ohio 43659		100%

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EX-3.59

Exhibit 3.59

CERTIFICATE OF FORMATION

OF

OWENS CORNING SCIENCE AND TECHNOLOGY, LLC

This Certificate of Formation of Owens Corning Science and Technology, LLC (the “LLC”) is being duly executed and filed by James R. Whitney, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.)

1. The name of the limited liability company formed hereby is Owens Corning Science and Technology, LLC.

2. The address of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Owens Corning Science and Technology, LLC this 5^th day of July, 2006.

/s/ James R. Whitney

James R. Whitney

Authorized Person

EX-3.60

Exhibit 3.60

OPERATING AGREEMENT

OF

OWENS CORNING SCIENCE AND TECHNOLOGY, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning Science and Technology, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

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1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Owens Corning Science and Technology, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

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1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

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ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Owens Corning Science and Technology, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not

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limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s), the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

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5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

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6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

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6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited

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liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be

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paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

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ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

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10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

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12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

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12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

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14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING SALES, INC.
By:
	John W. Christy, Assistant Secretary

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SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Sales, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100%
Owens Corning Sales, LLC (successor in interest to Owens Corning Sales, Inc.) transferred the entire membership interest to:	January 1, 2007
Owens Corning One Owens Corning Parkway Toledo, Ohio 43659		100%

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SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning Science and Technology, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007.

OWENS CORNING
By:
	John W. Christy Authorized Representative

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EX-3.61

Exhibit 3.61

CERTIFICATE OF FORMATION

OF

OWENS CORNING U.S. HOLDINGS, LLC

This Certificate of Formation of Owens Corning U.S. Holdings, LLC (the “LLC”) is being duly executed and filed by James R. Whitney, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.)

1. The name of the limited liability company formed hereby is Owens Corning U.S. Holdings, LLC.

2. The address of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Owens Corning U.S. Holdings, LLC this 5^th day of July, 2006.

/s/ James R. Whitney

James R. Whitney

Authorized Person

EX-3.62

Exhibit 3.62

OPERATING AGREEMENT

OF

OWENS CORNING U.S. HOLDINGS, LLC

THIS AGREEMENT is made and entered into as of the 31st day of October, 2006 by Owens Corning Sales, Inc. (formerly known as Owens Corning), a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning U.S. Holdings, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

PRELIMINARY STATEMENT

WHEREAS, the Initial Member has heretofore caused to be filed a Certificate of Formation with the Secretary of State to organize the Company under and pursuant to the Act;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Initial Member is concurrently with the execution of this Agreement acquiring certain Membership Interests in the Company; and

WHEREAS, in accordance with the Act, each of the Company and the Member desire to enter into this Agreement to set forth the respective rights, powers and interests of the Member with respect to the Company and its Membership Interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

1.1. Act. The Delaware Limited Liability Company Act, Delaware Code Title 6, Chapter 18, as amended from time to time.

1.2. Additional Member. A Member other than the Initial Member who has acquired a Membership Interest in the Company.

1.3. Affiliate. A company with a relationship of an “Affiliate” as defined under the Securities Exchange Act of 1934.

1.4. Agency Agreement. Collectively, the Intercompany Service Agreement, including the Master Sales, Marketing, and Administrative Services Terms and Conditions, effective as of January 1, 2007, by and between the Company and Owens Corning Sales, LLC (the “Agent”), pursuant to which the Agent will maintain the Company’s books and records and perform certain other services on behalf of the Company.

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1.5. Admission (Admit). The act of becoming a Member and obtaining the rights appurtenant to a Membership Interest.

1.6. Agreement. This Agreement including all amendments adopted in accordance with this Agreement and the Act.

1.7. Board of Managers. At any time, the Board of Managers designated in accordance with Section 6.1.

1.8. Capital Contribution. Any Contribution or contribution of services made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest.

1.9. Capital Account. The account maintained on the Company’s books and records for the purpose of recording contributions from and distributions to the Members, and other items of income or loss as determined by the Agent to be appropriate.

1.10. Certificate. The Certificate of Formation of the Company as properly adopted and amended from time to time by the Member and filed with the Secretary of State.

1.11. Code. The Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

1.12. Commitment. The obligation of a Member to make a Capital Contribution in the future.

1.13. Company. Owens Corning U.S. Holdings, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company.

1.14. Company Property. Any Property owned by the Company.

1.15. Contribution. Any contribution of Property made by or on behalf of a new or existing Member or Assignee as consideration for a Membership Interest as shown on the books and records of the Company maintained by the Agent.

1.16. Distribution. A transfer of Property to a Member on account of a Membership Interest as described in Article IX.

1.17. Disposition (Dispose). Any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or encumbrance (including dispositions by operation of law).

1.18. Initial Capital Contribution. The Capital Contribution made by the Member as described in Article VIII.

1.19. Initial Member. Owens Corning Sales, Inc., a Delaware corporation.

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1.20. Majority Vote. With respect to actions taken by Members, the affirmative vote or consent of Members holding at least a majority of the Membership Interests then outstanding and, with respect to actions to be taken by the Board of Managers, the affirmative vote or consent of at least a majority of the Managers then serving on the Board of Managers.

1.21. Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.

1.22. Member. The Initial Member, any transferee of a Member, or any Additional Member, as currently reflected in the Membership Ledger attached as Schedule I. If at any time there is more than one Member, the term “Member” shall mean all Members, and any action that may be taken under this Agreement by the Member may be taken by a majority in interest of the Members.

1.23. Membership. All of the rights of the Member, including the right to share in profits, losses, and distributions and the right to participate in the management of the Company.

1.24. Membership Interest. With respect to any Member at any time, the entire interest of such Member in the Company at such time. Such interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, voting rights and rights to consent.

1.25. Person. An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware.

1.26. Proceeding. Any judicial or administrative trial, hearing, or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed and reversed, would be binding upon the Company, a Member, or other Person subject to the jurisdiction of such court, arbitrator, or governmental agency.

1.27. Property. Any property real or personal, tangible or intangible (including goodwill), including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

1.28. Secretary of State. The Secretary of State of the State of Delaware.

1.29. Securities Act. The Securities Act of 1933, as amended.

1.30. Taxing Jurisdiction. Any state, local, or foreign government that collects tax, interest or penalties, however designated, on the Member’s share of the income or gain attributable to the Company.

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ARTICLE II.

FORMATION

2.1. Organization. The Initial Member has caused to be organized the Company as a Delaware limited liability company under and pursuant to the provisions of the Act by the filing of the Certificate with the Office of the Secretary of State as required by the Act. In the event of a conflict between the terms of this Agreement and the Certificate, the terms of the Certificate shall prevail.

2.2. Name. The name of the Company is Owens Corning U.S. Holdings, LLC.

2.3. Effective Date. This Agreement shall become effective as of October 31, 2006 (the “Effective Date”).

2.4. Term. The Company shall exist for a period of duration that shall be perpetual, unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Board of Managers by Majority Vote or the Agent may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers or the Agent shall promptly designate a replacement registered agent or file a notice of change of address as the case may be.

2.6. Principal Office. The principal office of the Company shall be located at One Owens Corning Parkway, Toledo, Ohio, or at such place as the Board of Managers by Majority Vote or the Agent may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Board of Managers by Majority Vote or the Agent may designate from time to time.

2.7. Qualification in Other Jurisdictions. The Company’s officers and/or the Agent shall cause the Company to be qualified as a foreign organization to conduct business in jurisdictions in which the nature of the Company’s operations or business require it to be so qualified or where it is otherwise deemed to be appropriate.

2.8. No State-Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

2.9. Certificate Evidencing Membership Interest. Company shall not issue certificates evidencing the Membership Interests; provided, however, that if the Agent determines that certificates are necessary or appropriate for any purpose, including but not limited to the purpose of effecting the Member’s pledge of its Members Interest to its lender(s),

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the Agent may cause such certificate(s) to be issued and registered in the name of the Member in accordance with Schedule I. Each Membership Interest, whether or not certificated, shall constitute a “security” governed by Article 8 of the Uniform Commercial Code in effect from time to time in the State of Delaware.

ARTICLE III.

NATURE OF BUSINESS

The purpose of the Company is to (i) provide services, (ii) sell products and (iii) engage in any lawful act, activity, or business not contrary to and for which a limited liability company may be formed under the laws of the State of Delaware. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article III.

ARTICLE IV.

ACCOUNTING AND RECORDS

The Company, through the Agent, shall maintain at the Company’s Principal Office all such accounting and business records that are usually and customarily maintained by a business of this type.

ARTICLE V.

MEMBERS

5.1. Initial Member. The Initial Member of the Company is listed on Schedule I of this Agreement and the address of such Initial Member is as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company.

5.2. Admission of Additional Members. Additional Members of the Company may only be added if the addition of any such proposed additional Member is approved in writing, prior to such admission, by all the then existing Members.

5.3. Board of Managers. The Member shall have the sole right to appoint a Board of Managers to manage the Company in accordance with the provisions of Article VI of this Agreement.

5.4. Liability of the Member. The Member shall not be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

5.5. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently

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or with others. Neither the Company nor any other Member shall have any rights in or to such independent ventures of the Member or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI.

MANAGEMENT OF THE COMPANY

6.1. Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company.

6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting.

6.1.2. Votes of the Managers shall be weighted equally.

6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.

6.2. Appointment, Removal, and Resignation of Officers. The Board of Managers may appoint such Company officers as the Board of Managers shall determine in its sole discretion, including a President and Chief Executive Officer, one or more Company Vice-Presidents, Chief Financial Officer, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer, and who shall have such powers and duties as the Board of Managers shall determine in its sole discretion. The Board of Managers may also authorize individuals to act on behalf of the Company for special purpose(s) as designated in a resolution of the Board of Managers. Any officer of the Company may be removed without liability to the Company, with or without cause, by the Board of Managers. The Board of Managers may fill or not fill any vacancy in any office in its sole discretion. Unless otherwise set forth in the action of the Board of Managers appointing such officer, any person appointed to an office shall have the following general powers and responsibilities:

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6.2.1 President. The President shall be the chief executive officer of the Company and shall in general supervise and control all of the business and affairs of the Company. The President may execute, alone or with the Secretary or any other officer of the Company authorized by the Board, any contracts or other instruments which the Board has authorized to be executed or which are permitted by Section 6.4, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, or shall be required by law to be otherwise executed, and in general he or she shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board.

6.2.2 Vice President(s). In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order determined by the Board or, if there shall have been no such determination, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Managers may also designate certain Vice Presidents as being in charge of designated divisions, plants or functions of the Company’s business and add appropriate descriptions to their titles. In addition, any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Managers.

6.2.3 Secretary. The Secretary shall (a) keep the minutes of proceedings of the Members, the Board and any committee of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records; (d) keep a record of the mailing address of each Member and Manager, and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Managers.

6.2.4 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, deposit all such moneys in the name of the Company in such banks or other depositories as the Board of Managers may authorize pursuant to a resolution of general application or the Board of Managers may, by resolution, delegate such authority, disburse the funds of the Company as ordered by the Board or the President or as otherwise required in the conduct of the business of the Company and render to the President or the Board, upon request, an accounting of all his or her transactions as Treasurer and a report on the financial condition of the Company. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond (which shall be renewed regularly), in such sum and with such surety or sureties as the Board shall determine, for the faithful discharge of his or her duties and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company

6.3. Board of Managers’ Powers in General. Except as otherwise provided herein, the Board of Managers shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business shall rest exclusively with the Board of

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Managers. The Board of Managers shall, subject to Section 6.4, possess all power, on behalf of the Company, to do or authorize the Company or to direct officers of the Company, or certain individuals appointed pursuant to Section 6.2, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

6.4. Conduct of Business. The Member and the Board of Managers hereby adopt, and agree to be governed by, the Business Conduct/Corporate Policies and other policies, procedures and guidelines of Owens Corning, including but not limited to the Levels of Authority Policy, as such policies may from time to time be set forth on the Owens Corning GlobaLink intranet (or any replacement thereof), for rules governing the conduct of business by the Board of Managers and the Company’s officers and employees.

6.5. Limitation on Powers. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board of Managers or any additional powers provided by law. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, the Board of Managers, the officers, and any individual appointed pursuant to Section 6.2, may not, without the consent of the Member, do any of the following:

6.5.1. Sell or otherwise dispose of, or agree to sell or otherwise dispose of, all or substantially all the assets of the Company.

6.5.2. Merge or consolidate with any other person;

6.5.3. Make, execute, or deliver any assignment for the benefit of creditors;

6.5.4. Do any act in contravention of this Agreement or the Certificate;

6.5.5. Do any act that would make it impossible to carry on the business of the Company; or

6.5.6. Knowingly take any action that would subject the Member in its capacity as a Member to personal liability in any jurisdiction.

ARTICLE VII.

INDEMNIFICATION AND INSURANCE

7.1. Indemnification and Advancement of Expenses.

7.1.1. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with

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such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, her or its conduct was unlawful.

7.1.2. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion.

7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company

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pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate.

7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person.

7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

7.2. Insurance. The Company or its Agent may purchase and maintain insurance or another arrangement on behalf of any Person who is or was a Member, officer, employee, agent or other Person identified in Section 7.1 against any liability asserted against such Person or incurred by such Person in such a capacity or arising out of the status of such a Person, whether or not the Company would have the power to indemnify such Person against that liability under Section 7.1 or otherwise.

7.3. Limit on Liability of Members. The indemnification set forth in this Article VII shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

ARTICLE VIII.

CONTRIBUTIONS

8.1. Initial Capital Contributions. As of the Effective Date, the Initial Member has contributed the sum of One Hundred Dollars ($100) (the “Initial Capital Contribution”).

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8.2. Initial Membership Interests. In consideration of the Initial Capital Contribution, the Initial Member is entitled to the Membership Interests set forth in Schedule I, and the Capital Account set forth in the Company’s books of account.

8.3. Additional Capital Contributions. In addition to the Initial Capital Contribution, the Member may make additional Capital Contributions, which shall be recorded and maintained by the Agent in the Company’s books of account. The Member shall not be obligated to make any additional Capital Contributions.

8.4. Return of Capital Contributions. Except as otherwise provided herein or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution.

8.5. Interest. No interest shall be paid by the Company on Capital Contributions.

8.6. Loans From Members. Loans by a Member to the Company shall not be considered Capital Contributions. If any Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Member to the capital of the Company, the amounts of any such advances shall be a debt of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE IX.

DISTRIBUTIONS

9.1. Distributions. Except as provided in Section 9.2, the Company may make distributions to the Member in accordance with the Agency Agreement.

9.2. Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE X.

TAXES

10.1. Elections. The Agent, on behalf of the Member or the Board of Managers, may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

10.2. Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, the Member will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest, and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty, and interest determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.

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10.3. Method of Accounting. The records of the Company shall be maintained on the same method of accounting as that of the Member.

10.4. Allocation of Profit and Loss. Consistent with its classification as an entity disregarded as an entity separate from its owner for federal income tax purposes, all profit or loss of the Company for all taxable periods shall be treated for federal income tax purposes and, to the extent permitted by applicable law, for state and local income and other tax purposes, as realized or incurred directly by the Member.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF

ASSIGNEES AND ADDITIONAL MEMBERS

11.1. Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law. The Member may dispose of all or a portion of the Member’s Membership Interest. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member at the time the transfer is completed.

11.2. Admission of Additional Members. The Member may admit Additional Members and determine the Capital Contributions of such Member.

11.3. Effect of Admission. Each transferee of the Member and each Additional Member shall join and agree to be bound by this Operating Agreement as a condition to admission to Membership, through execution of the Joinder Agreement attached hereto as Schedule II.

ARTICLE XII.

DISSOLUTION AND WINDING UP

12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

12.1.1. The expiration of the term of the Company set forth in the Certificate of Formation, as and if amended;

12.1.2. The written consent of all Members at any time to dissolve and wind up the affairs of the Company;

12.1.3. The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

12.2. Winding Up. If the Company is dissolved pursuant to Section 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

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12.2.1. The winding up of the Company’s affairs shall be supervised by a liquidator (the “Liquidator”). The Liquidator shall be selected by the Board of Managers by Majority Vote.

12.2.2. In winding up the affairs of the Company, the Liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) Prosecute and defend civil, criminal or administrative suits;

(ii) Collect Company assets, including obligations owed to the Company;

(iii) Settle and close the Company’s business;

(iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) Pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property;

(vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) Distribute any remaining proceeds from the sale of Company Property to the Members;

(viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and

(ix) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights set forth in the Certificate of Formation and in Article VII.

12.3. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Board of Managers.

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12.4. Distribution of Company Property and Proceeds of Sale Thereof.

12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves;

(ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and

(iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII.

All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

12.5. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of distributions pursuant to Section 12.4.

12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

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ARTICLE XIII.

AMENDMENT

13.1. Agreement May Be Modified. This Agreement may be modified as provided in this Article XII (as the same may from time to time be amended).

13.2. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Member and executed by the Member.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire Agreement of the Member(s) of the Company.

14.2. Rights of Creditors and Third Parties under Agreement. This Agreement is made by the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any Capital Contribution or otherwise.

14.3. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

14.4. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

14.5. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware. In particular, this Agreement is intended to comply with the requirements of the Act and the Certificate of Formation. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate of Formation, the Act and the Certificate of Formation, in that order of priority, will control.

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14.7. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

14.8. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.9. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.10. Seal. The Company shall not have an official seal; provided, however, that if the Agent determines that a seal is necessary or appropriate for the conduct of the Company’s business in any jurisdiction, whether domestic or foreign, the Agent may cause a seal to be created for the benefit of the Company.

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the Effective Date.

OWENS CORNING SALES, INC.
By:
	John W. Christy, Assistant Secretary

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SCHEDULE I

Membership Ledger

Member Name and Address	Date	Percentage Interest
Owens Corning Sales, Inc. One Owens Corning Parkway Toledo, Ohio 43659	October 31, 2006	100%
Owens Corning Sales, LLC (successor in interest to Owens Corning Sales, Inc.) transferred the entire membership interest to:	January 1, 2007
Owens Corning One Owens Corning Parkway Toledo, Ohio 43659		100%

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SCHEDULE II

Joinder Agreement

Reference is made to the Operating Agreement of Owens Corning U.S. Holdings, LLC effective as of October 31, 2006 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined here.

Pursuant to Section 11.3 of the Agreement, the undersigned transferee or Additional Member: (1) confirms that it hereby makes each of the investment representations set forth in Section 5.3 of the Agreement, and (2) agrees to be bound by all the terms and conditions of the Operating Agreement.

IN WITNESS WHEREOF, this Joinder Agreement has been executed by an authorized representative of the undersigned, as of January 1, 2007.

OWENS CORNING
By:
	John W. Christy Authorized Representative

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EX-3.63

Exhibit 3.63

OWENS-CORNING SWISS, INC.

Amendment of Certificate of Incorporation

The undersigned, the sole incorporator of Owens-Corning Swiss, Inc. (the “Corporation”), a Delaware corporation, hereby takes the following action as permitted by Section 241 of the General Corporation Law of the State of Delaware (the “Law”):

The Certificate of Incorporation of the Corporation is amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall read as follows:

FIRST: The name of the Corporation is Palmetto Products, Inc.

The undersigned hereby certifies that the Corporation has not received any payment for any of its stock and that the foregoing amendment has been duly adopted in accordance with the provisions of Section 241 of the Law.

IN WITNESS WHEREOF, I have hereunto set my hand, this 10^th day of June, 1987.

Jacquelyn A. Mitchell

Dated: June 10, 1987

CERTIFICATE OF INCORPORATION

OF

OWENS-CORNING SWISS, INC.

FIRST: The name of the Corporation is Owens-Corning Swiss, Inc.

SECOND: The Corporation’s registered office in the State of Delaware is at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business of the Corporation and its purpose is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Jacquelyn A. Mitchell

c/o Debevoise & Plimpton

875 Third Avenue

New York, New York 10022

SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

(a) The number of directors of the Corporation shall be fixed and may be altered from time to time in the manner provided in the By-Laws, and vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled, and directors may be removed, as provided in the By-Laws.

(b) The election of directors may be conducted in any manner approved by the stockholders at the time when the election is held and need not be by ballot.

(c) All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the By-Laws) shall be vested in and exercised by the Board of Directors.

(d) The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation, except to the extent that the By-Laws or this Certificate of Incorporation otherwise provide.

SEVENTH: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon stockholders or directors are granted subject to this reservation.

IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinabove named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand, this 22nd day of August, 1986.

Jacquelyn A. Mitchell

Incorporator

EX-3.64

EXHIBIT 3.64

PALMETTO PRODUCTS, INC.

BY-LAWS

As Adopted July 10, 1987

PALMETTO PRODUCTS, INC.

BY-LAWS

TABLE OF CONTENTS

		PAGE
SECTION
ARTICLE I SHAREHOLDERS
1.01	Annual Meetings	1
1.02	Special Meetings	1
1.03	Notice of Meetings; Waiver	1
1.04	Quorum	2
1.05	Voting	2
1.06	Voting by Ballot	2
1.07	Adjournment	2
1.08	Proxies	2
1.09	Organization; Procedure	2
1.10	Consent of Stockholders in Lieu of Meeting	3
ARTICLE II BOARD OF DIRECTORS
2.01	General Powers	3
2.02	Number and Term of Office	3
2.03	Election of Directors	3
2.04	Annual and Regular Meetings	3
2.05	Special Meetings; Notice	4
2.06	Quorum; Voting	4
2.07	Adjournment	4
2.08	Action Without a Meeting	4
2.09	Regulations; Manner of Acting	4
2.10	Action by Telephonic Communications	4
2.11	Resignations	5
2.12	Removal of Directors	5
2.13	Vacancies and Newly Created Directorships	5
2.14	Compensation	5
2.15	Reliance on Accounts and Reports, etc	5
ARTICLE III EXECUTIVE COMMITTEE AND OTHER COMMITTEES
3.01	How Constituted	5
3.02	Powers	6
3.03	Proceedings	6
3.04	Quorum and Manner of Acting	6

i

		PAGE
SECTION
3.05	Action by Telephonic Communications	7
3.06	Absent or Disqualified Members	7
3.07	Resignations	7
3.08	Removal	7
3.09	Vacancies	7
ARTICLE IV OFFICERS
4.01	Number	7
4.02	Election	7
4.03	Salaries	8
4.04	Removal and Resignation; Vacancies	8
4.05	Authority and Duties of Officers	8
4.06	The President	8
4.07	The Vice President	8
4.08	The Secretary	8
4.09	The Treasurer	9
4.10	Additional Officers	10
4.11	Security	10
ARTICLE V CAPITAL STOCK
5.01	Certificates of Stock, Uncertificated Shares	10
5.02	Signatures; Facsimile	11
5.03	Lost, Stolen or Destroyed Certificates	11
5.04	Transfer of Stock	11
5.05	Record Date	11
5.06	Registered Stockholders	11
5.07	Transfer Agent and Registrar	12
ARTICLE VI INDEMNIFICATION
6.01	Indemnification	12
6.02	Definition	12
ARTICLE VII OFFICES
7.01	Registered Office	12
7.02	Other Offices	12
ARTICLE VIII GENERAL PROVISIONS
8.01	Dividends	13
8.02	Reserves	13
8.03	Execution of Instruments	13
8.04	Corporate Indebtedness	13
8.05	Deposits	13
8.06	Checks	13
8.07	Sale, Transfer, etc. of Securities	14

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		PAGE
SECTION
8.08	Voting as Stockholder	14
8.09	Fiscal Year	14
8.10	Seal	14
8.11	Books and Records; Inspection	14
ARTICLE IX AMENDMENT OF BY-LAWS
9.01	Amendment	14
ARTICLE X CONSTRUCTION
10.01	Construction	15

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PALMETTO PRODUCTS, INC.

BY-LAWS

As adopted on July 10, 1987

ARTICLE I

STOCKHOLDERS

Section 1.01. Annual Meetings. The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, and at such date and hour, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting.

Section 1.02. Special Meetings. Special meetings of the stockholders may be called at any time by the President (or, in the event of his absence or disability, by any Vice President), or by the Board of Directors. A special meeting shall be called by the President (or, in the event of his absence or disability, by any Vice President), or by the Secretary, immediately upon receipt of a written request therefor by stockholders holding in the aggregate not less than a majority of the outstanding shares of the Corporation at the time entitled to vote at any meeting of the stockholders. If such officers or the Board of Directors shall fail to call such meeting within 20 days after receipt of such request, any stockholder executing such request may call such meeting. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, as shall be specified in the respective notices or waivers of notice thereof.

Section 1.03. Notice of Meetings; Waiver. The Secretary or any Assistant Secretary shall cause written notice of the place, date and hour of each meeting of the stockholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, to be given personally or by mail, not less than ten nor more than sixty days prior to the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been given to a stockholder when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the record of stockholders of the Corporation, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, then directed to him at such other address. Such further notice shall be given as may be required by law.

No notice of any meeting of stockholders need be given to any stockholder who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a written waiver of notice. The attendance of any stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 1.04. Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.

Section 1.05. Voting. If, pursuant to Section 5.05 of these By-Laws, a record date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share outstanding in his name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law or by the Certificate of Incorporation, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.

Section 1.06. Voting by Ballot. No vote of the stockholders need be taken by written ballot or conducted by inspectors of election, unless otherwise required by law. Any vote which need not be taken by ballot may be conducted in any manner approved by the meeting.

Section 1.07. Adjournment. If a quorum is not present at any meeting of the stockholders, the stockholders present in person or by proxy shall have the power to adjourn any such meeting from time to time until a quorum is present. Notice of any adjourned meeting of the stockholders of the Corporation need not be given if the place, date and hour thereof are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice of the adjourned meeting, conforming to the requirements of Section 1.03 hereof, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.

Section 1.08. Proxies. Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action without a meeting may, by a written instrument signed by such stockholder or his attorney-in-fact, authorize another person or persons to vote at any such meeting and express such consent or dissent for him by proxy. No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary.

Section 1.09. Organization; Procedure. At every meeting of stockholders the presiding officer shall be the President or, in the event of his absence or disability, a presiding officer chosen by a majority of the stockholders present in person or by proxy. The Secretary, or

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in the event of his absence or disability, the Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding officer, shall act as Secretary of the meeting. The order of business and all other matters of procedure at every meeting of stockholders may be determined by such presiding officer.

Section 1.10. Consent of Stockholders in Lieu of Meeting. To the fullest extent permitted by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, such action may be taken without a meeting, without prior notice and without a vote of stockholders, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not so consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01. General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation.

Section 2.02. Number and Term of Office. The number of Directors constituting the entire Board of Directors shall be three, which number may be modified from time to time by resolution of the Board of Directors, but in no event shall the number of Directors be less than one. Each Director (whenever elected) shall hold office until his successor has been duly elected and qualified, or until his earlier death, resignation or removal.

Section 2.03. Election of Directors. Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at each annual meeting of the stockholders. If the annual meeting for the election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon thereafter as convenient. At each meeting of the stockholders for the election of Directors, provided a quorum is present, the Directors shall be elected by a plurality of the votes validly cast in such election.

Section 2.04. Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of the stockholders at the place of such annual meeting of the stockholders. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meetings. Notice of regular meetings need not be given, provided, however, that if the Board of Directors shall fix or change the time or place of any regular meeting, notice of such

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action shall be mailed promptly, or sent by telegram, radio or cable, to each Director who shall not have been present at the meeting at which such action was taken, addressed to him at his usual place of business, or shall be delivered to him personally. Notice of such action need not be given to any Director who attends the first regular meeting after such action is taken without protesting the lack of notice to him, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

Section 2.05. Special Meetings. Notice. Special meetings of the Board of Directors shall be held whenever called by the President or, in the event of his absence or disability, by any Vice President, at such place (within or without the State of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board of Directors may be called on 24 hours’ notice, if notice is given to each Director personally or by telephone or telegram, or on five days’ notice, if notice is mailed to each Director, addressed to him at his usual place of business. Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting, and any business may be transacted thereat.

Section 2.06. Quorum; Voting. At all meetings of the Board of Directors, the presence of a majority of the total authorized number of Directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.07. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.05 shall be given to each Director.

Section 2.08. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 2.09. Regulations; Manner of Acting. To the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate. The Directors shall act only as a Board, and the individual Directors shall have no power as such.

Section 2.10. Action by Telephonic Communications. Members of the Board of Directors may participate in meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

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Section 2.11. Resignations. Any Director may resign at any time by delivering a written notice of resignation, signed by such Director, to the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 2.12. Removal of Directors. Any Director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote for the election of such Director, cast at a special meeting of stockholders called for the purpose. Any vacancy in the Board of Directors caused by any such removal may be filled at such meeting by the stockholders entitled to vote for the election of the Director so removed. If such stockholders do not fill such vacancy at such meeting (or in the written instrument effecting such removal, if such removal was effected by consent without a meeting), such vacancy may be filled in the manner provided in Section 2.13 of these By-Laws.

Section 2.13. Vacancies and Newly Created Directorships. If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum. A Director elected to fill a vacancy or a newly created directorship shall hold office until his successor has been elected and qualified or until his earlier death, resignation or removal. Any such vacancy or newly created directorship may also be filled at any time by vote of the stockholders.

Section 2.14. Compensation. The amount, if any, which each Director shall be entitled to receive as compensation for his services as such shall be fixed from time to time by resolution of the Board of Directors.

Section 2.15. Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such Committee, or in relying in good faith upon other records of the Corporation.

ARTICLE III

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 3.01. How Constituted. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more Committees, including an Executive Committee, each such Committee to consist of such number of Directors as from time to time maybe fixed by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any such Committee, who may replace any absent or disqualified member or members at any meeting of such Committee. Thereafter, members (and

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alternate members, if any) of each such committee may be designated at the annual meeting of the Board of Directors. Any such Committee may be abolished or re-designated from time to time by the Board of Directors. Each member (and each alternate member) of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his successor shall have been designated or until he shall cease to be a Director, or until his earlier death, resignation or removal.

Section 3.02. Powers. During the intervals between the meetings of the Board of Directors, the Executive Committee, except as otherwise provided in this section, shall have and may exercise all the powers and authority of the Board of Directors in the management of the property, affairs and business of the Corporation, including the power to declare dividends and to authorize the issuance of stock. Each such other Committee, except as otherwise provided in this section, shall have and may exercise such powers of the Board of Directors as may be provided by resolution or resolutions of the Board of Directors. Neither the Executive Committee nor any such other Committee shall have the power or authority:

(a) to amend the Certificate of Incorporation (except that a Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series),

(b) to adopt an agreement of merger or consolidation,

(c) to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, or

(d) to recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution.

The Executive Committee shall have, and any such other Committee may be granted by the Board of Directors, power to authorize the seal of the Corporation to be affixed to any or all papers which may require it.

Section 3.03. Proceedings. Each such Committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time. Each such Committee shall keep minutes of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following any such proceedings.

Section 3.04. Quorum and Manner of Acting. Except as may be otherwise provided in the resolution creating such Committee, at all meetings of any Committee the presence of members (or alternate members) constituting a majority of the total authorized membership of such Committee shall constitute a quorum for the transaction of business. The

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act of the majority of the members present at any meeting at which a quorum is present shall be the act of such Committee. Any action required or permitted to be taken at any meeting of any such committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing and such writing or writings are filed with the minutes of the proceedings of the Committee. The members of any such Committee shall act only as a Committee, and the individual members of such Committee shall have no power as such.

Section 3.05. Action by Telephonic Communications. Members of any Committee designated by the Board of Directors may participate in a meeting of such Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 3.06. Absent or Disqualified Members. In the absence or disqualification of a member of any Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 3.07. Resignations. Any member (and any alternate member) of any Committee may resign at any time by delivering a written notice of resignation, signed by such member, to the Chairman or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.08. Removal. Any member (and any alternate member) of any Committee may be removed at any time, either for or without cause, by resolution adopted by a majority of the whole Board of Directors.

Section 3.09. Vacancies. If any vacancy shall occur in any Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members (and any alternate members) shall continue to act, and any such vacancy may be filled by the Board of Directors.

ARTICLE IV

OFFICERS

Section 4.01. Number. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors also may elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers in such numbers as the Board of Directors may determine. Any number of offices may be held by the same person. No officer need be a Director of the Corporation.

Section 4.02. Election. Unless otherwise determined by the Board of Directors, the officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors. In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board of Directors.

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Each officer shall hold office until his successor has been elected and qualified, or until his earlier death, resignation or removal.

Section 4.03. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 4.04. Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors. Any officer may resign at any time by delivering a written notice of resignation, signed by such officer, to the Board of Directors or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors.

Section 4.05. Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these By-Laws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

Section 4.06. The President. The President shall preside at all meetings of the stockholders and directors at which he is present, shall be the chief executive officer and the chief operating officer of the Corporation, shall have general control and supervision of the policies and operations of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer and a chief operating officer of a corporation. He shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Corporation is affixed. He shall have the authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or agent elected or appointed by the President or the Board of Directors. The President shall perform such other duties and have such other powers as the Board of Directors or the Chairman may from time to time prescribe.

Section 4.07. The Vice President. Each Vice President shall perform such duties and exercise such powers as may be assigned to him from time to time by the President. In the absence of the President, the duties of the President shall be performed and his powers may be exercised by such Vice President as shall be designated by the President, or failing such designation, such duties shall be performed and such powers may be exercised by each Vice President in the order of their earliest election to that office; subject in any case to review and superseding action by the President.

Section 4.08. The Secretary. The Secretary shall have the following powers and duties:

(a) He shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders and of the Board of Directors in books provided for that purpose.

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(b) He shall cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by law.

(c) Whenever any Committee shall be appointed pursuant to a resolution of the Board of Directors, he shall furnish a copy of such resolution to the members of such Committee.

(d) He shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these By-Laws, and when so affixed he may attest the same.

(e) He shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate of incorporation or these By-Laws.

(f) He shall have charge of the stock books and ledgers of the Corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each became such holder of record.

(g) He shall sign (unless the Treasurer, an Assistant Treasurer or Assistant Secretary shall have signed) certificates representing shares of the Corporation the issuance of which shall have been authorized by the Board of Directors.

(h) He shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these By-Laws or as may be assigned to him from time to time by the Board of Directors, or the President.

Section 4.09. The Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall have the following powers and duties:

(a) He shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and shall keep or cause to be kept full and accurate records of all receipts of the Corporation.

(b) He shall cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected in accordance with Section 8.05 of these By-Laws.

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(c) He shall cause the moneys of the Corporation to be disbursed by checks or drafts (signed as provided in Section 8.06 of these By-Laws) upon the authorized depositaries of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.

(d) He shall render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the Corporation and of all his transactions as Treasurer, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.

(e) He shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation.

(f) He may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing stock of the Corporation the issuance of which shall have been authorized by the Board of Directors.

(g) He shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these By-Laws or as may be assigned to him from time to time by the Board of Directors, or the President.

Section 4.10. Additional Officers. The Board of Directors may appoint such other officers and agents as it may deem appropriate, and such other officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors. The Board of Directors from time to time may delegate to any officer or agent the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any such officer or agent may remove any such subordinate officer or agent appointed by him, for or without cause.

Section 4.11. Security. The Board of Directors may require any officer, agent or employee of the Corporation to provide security for the faithful performance of his duties, in such amount and of such character as may be determined from time to time by the Board of Directors.

ARTICLE V

CAPITAL STOCK

Section 5.01. Certificates of Stock, Uncertificated Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until each certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock in the Corporation represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation, by the President or a Vice President, and by the Treasurer or an Assistant Treasurer,

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or the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form. Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable law, the Certificate of incorporation and these By-Laws.

Section 5.02. Signatures; Facsimile. All of such signatures on the certificate may be a facsimile, engraved or printed, to the extent permitted by law. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.03. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon delivery to the Board of Directors of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Board of Directors may require the owner of such lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 5.04. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware. Subject to the provisions of the Certificate of incorporation and these By-Laws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

Section 5.05. Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5.06. Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and

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the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.

Section 5.07. Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

ARTICLE VI

INDEMNIFICATION

Section 6.01. Indemnification. The Corporation shall, to the fullest extent permitted by applicable law from time to time in effect, indemnify any and all persons who may serve or who have served at any time as Directors or officers of the Corporation, or who at the request of the Corporation may serve or at any time have served as Directors or officers of another corporation (including subsidiaries of the Corporation) or of any partnership, joint venture, trust or other enterprise, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said law. Such indemnification shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may also indemnify any and all other persons whom it shall have power to indemnify under any applicable law from time to time in effect to the extent authorized by the Board of Directors and permitted by such law. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under any provision of the Certificate of incorporation, other By-Law, agreement, vote of stockholders or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 6.02. Definition. For purposes of this Article, the term “Corporation” shall include constituent corporations referred to in Subsection (h) of Section 145 of the General Corporation Law of the State of Delaware (or any similar provision of applicable law at the time in effect).

ARTICLE VII

OFFICES

Section 7.01. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle.

Section 7.02. Other Offices. The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

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ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. Dividends. Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and any such dividend maybe paid in cash, property, or shares of the Corporation.

Section 8.02. Reserves. There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Director’s shall think conducive to the interest of the Corporation, and the Board of Directors may similarly modify or abolish any such reserve.

Section 8.03. Execution of Instruments. The President, any vice President, the Secretary or the Treasurer may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors or the President may authorize any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization may be general or limited to specific contracts or instruments.

Section 8.04. Corporate Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors or the President. Such authorization may be general or confined to specific instances. Loans so authorized may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors or the President shall authorize. When so authorized by the Board of Directors or the President, any part of or all the properties, including contract rights, assets, business or good will of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

Section 8.05. Deposits. Any funds of the Corporation may be deposited from time to time in such banks, trust companies or other depositaries as may be determined by the Board of Directors or the President, or by such officers or agents as may be authorized by the Board of Directors or the President to make such determination.

Section 8.06. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board of Directors or the President from time to time may determine.

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Section 8.07. Sale, Transfer, etc. of Securities. To the extent authorized by the Board of Directors or by the President, any Vice President, the Secretary or the Treasurer or any other officers designated by the Board of Directors or the President may sell, transfer, endorse, and assign any shares of stock, bonds or other securities owned by or held in the name of the Corporation, and may make, execute and deliver in the name of the Corporation, under its corporate seal, any instruments that may be appropriate to effect any such sale, transfer, endorsement or assignment.

Section 8.08. Voting as Stockholder. Unless otherwise determined by resolution of the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation in which the Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock. Such officers acting on behalf of the corporation shall have full power and authority to execute any instrument expressing consent to or dissent from any action of any such corporation without a meeting. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

Section 8.09. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January of each year (except for the Corporation’s first fiscal year which shall commence on the date of incorporation) and shall terminate in each case on December 31.

Section 8.10. Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal shall be subject to alteration by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 8.11. Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 9.01. Amendment. These By-Laws may be amended, altered or repealed.

(a) by resolution adopted by a majority of the Board of Directors at any special or regular meeting of the Board if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting; or

(b) at any regular or special meeting of the stockholders if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.

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ARTICLE X

CONSTRUCTION

Section 10.01. Construction. In the event of any conflict between the provisions of these By-Laws as in effect from time to time and the provisions of the certificate of incorporation of the Corporation as in effect from time to time, the provisions of such certificate of incorporation shall be controlling.

EX-3.65

Exhibit 3.65

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

SOLTECH, INC.

I. The name of the Corporation is Soltech, Inc. (the “Corporation”).

II. Articles I through VIII, inclusive, of the Corporation’s Articles of Incorporation (the “Articles”) are amended to read in their entirety as set forth in the following Amended and Restated Articles of Incorporation (the “Restated Articles”).

IIB. Articles 9 through 13 are added to the Corporation’s Articles to read in their entirety as set forth in these Restated Articles.

III. The following Restated Articles correctly set forth without change the corresponding provisions of the Corporation’s Articles as hereby and heretofore amended, and supersede the original Articles and all previous amendments thereto.

1. Name. The corporation’s name shall be SOLTECH, INC. (the “Corporation”).

2. Purpose and Powers. The Corporation’s purpose shall be to do any and all things and exercise any and all powers which might now or hereafter be lawful for such a corporation to do or exercise under the laws of the Commonwealth of Kentucky and the laws and statutes of the United States.

3. Duration. The Corporation’s duration shall be perpetual.

4. Authorized Capital Stock.

(a) Categories of Stock. The aggregate number of shares the Corporation shall have authority to issue shall be two hundred and fifty thousand (250,000) shares, divided into (a) fifty thousand (50,000) shares of preferred stock without par value (“Preferred Stock”) with such preferences, limitations and relative rights as may be determined by the Board of Directors

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pursuant to Article 5(a) and which may be divided into and issued in series; (b) one hundred thousand (100,000) shares of common stock, series A without par value with the preferences, limitations and relative rights as specified in Article 5(b) (“Common Stock, Series A”); and (c) one hundred thousand (100,000) shares of common stock, series B without par value and with the preferences, limitations and relative rights as specified in Article 5(b) (“Common Stock, Series B”).

(b) Stock Split. Each share of the Corporation’s common stock without a series designation issued and outstanding before the amendment to these Articles which created the Common Stock, Series A and Common Stock, Series B shall, on the effective date of such amendment, be changed into, be reclassified as, and automatically become one hundred (100) shares of Common Stock, Series A. Upon surrender of each certificate representing a share or shares of the Corporation’s common stock without a series designation, the proper officers of the Corporation shall issue appropriate certificates representing the shares of Common Stock, Series A to which the holder or holders of each such surrendered certificate shall be entitled on the basis set forth above. Whether or not the certificates representing shares of the Corporation’s common stock without a series designation are so surrendered, immediately upon the effective date, all holders of shares of such stock shall cease to be holders of such stock, shall be and become holders of shares of Common Stock, Series A on the basis described above, and shall have no further rights with respect to the Corporation’s common stock without a series designation (except the right to receive appropriate certificates representing shares of Common Stock, Series A to which they are entitled pursuant to this section). For purposes of this section (b) of this Article 4, the “effective date” shall be the date and time when the June 1987 Restated Articles of Incorporation of the Corporation are the subject of a certificate of amendment issued by the Secretary of State of the Commonwealth of Kentucky.

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5. Relative Rights and Preferences. A statement of the preferences, limitations and relative rights in respect of the shares of Preferred Stock and the shares of Common Stock is as follows:

(a) Preferred Stock. The Board of Directors of the Corporation is expressly vested with authority to divide the Preferred Stock into series, to change shares of one series that have been redeemed or reacquired into shares of another series, and to fix and determine the number of, and the relative rights and preferences of, the shares of any series of the Preferred Stock, but all shares of Preferred Stock shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(1) The rate of dividend;

(2) Whether shares of Preferred Stock may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(3) The amount payable on shares of Preferred Stock in the event of voluntary or involuntary liquidation;

(4) Sinking fund provisions, if any, for the redemption or purchase of shares of Preferred Stock;

(5) The terms and conditions, if any, on which shares may be converted; and

(6) Voting rights, if any.

(b)(1) Common Stock, Series A. Each outstanding share of Common Stock, Series A shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The Common Stock, Series A shall be subject to the provisions of Articles 4 and 5 and the provisions of any resolution or resolutions validly adopted by the Board of Directors in exercise of the authority expressly vested in the Board of Directors by Article 5(a).

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(b)(2) Common Stock, Series B. Each outstanding share of Common Stock, Series B shall be entitled to five votes on each matter submitted to a vote at a meeting of shareholders. The Common Stock, Series B shall be subject to the provisions of Articles 4 and 5 and the provisions of any resolution or resolutions validly adopted by the Board of Directors in exercise of the authority expressly vested in the Board of Directors by Article 5(a).

(b)(3) Class Voting. If, under these Articles, the Bylaws or the governing corporation law, the holders of a class of stock are entitled to vote as a class on amendments to these Articles, a merger, sale of assets or other transaction, the holders of the outstanding shares of Common Stock, Series A and Common Stock, Series B, voting together and not separately, shall be deemed to be those holders entitled to vote as a class.

6. Number of Directors.

(a) The number of directors of the Corporation shall be the number from time to time fixed by the Board of Directors.

(b) Newly created directorships resulting from an increase by not more than three in the authorized number of directors fixed by the Board of Directors (in accordance with the terms and conditions of the Bylaws) or by any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by the affirmative vote of a majority of the directors then in office, whether or not a quorum. A director elected to fill a vacancy shall be elected by the Board of Directors for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

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7. Removal of Directors. Any director or the entire Board of Directors may be removed from office, with or without cause, only by the affirmative vote of the holders of a majority of the shares then entitled to vote generally in the election of directors. Notwithstanding the immediately preceding sentence, if less than the entire Board of Directors is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

8. Classification of Directors. When the Board of Directors shall consist of nine or more members, the directors shall be divided into three classes, each class to be as nearly equal in number as possible. The term of office of directors of the first class shall expire at the first annual meeting of shareholders after their election; that of the second class shall expire at the second annual meeting after their election; and that of the third class shall expire at the third annual meeting after their election. At each annual meeting after such classification the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting. In the case of any increase in the number of directors, the additional directors shall be distributed among the several classes as nearly equally as possible. In the case of any decrease in the number of directors, the several classes shall be reduced so that they will be as nearly equal in number as possible, but no decrease shall have the effect of shortening the term of any incumbent director.

9. No Pre-emptive Right. No shareholder shall have any pre-emptive right to acquire any shares of stock of any class or series of the Corporation.

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10. Consideration of Certain Factors. The Board of Directors may base its response to any offer of another party to: (a) make a tender or exchange offer for any equity security of the Corporation, (b) merge or consolidate the Corporation with another corporation, or (c) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation (collectively, “Acquisition Proposals”) upon an evaluation of the best interests of the Corporation and its shareholders. Relevant factors to be considered in such evaluation include, without limitation, the following:

(a) The consideration being offered in the Acquisition Proposal, not only in relation to the then current market value of the Corporation’s stock, but also in relation to (1) the Board of Directors’ then current estimate (which need not be quantified) of the current or future value of the Corporation in a freely negotiated transaction, and (2) the Board of Directors’ then current estimate (which need not be quantified) of the future value of the Corporation as an independent entity;

(b) The social, legal and economic effects upon employees and customers of the Corporation and its subsidiaries;

(c) The social, legal and economic effects on the communities in which the Corporation and its subsidiaries operate or are located; and

(d) The competence, experience and integrity of the acquiring party or parties and its or their management.

11. Indemnification. The Corporation shall indemnify, and shall be deemed to have indemnified, its directors to the fullest extent permitted under the laws of the Commonwealth of Kentucky, as may be in effect from time to time.

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12. Shareholder Agreement. If any shareholder or shareholders shall enter into with any shareholder or shareholders or with the Corporation any agreement imposing any restrictions upon the transfer of shares of capital stock of the Corporation and shall deliver a copy of the agreement to the Secretary to be kept on file at the Corporation’s registered office, then the shares subject to such restrictions shall be transferable only in accordance with such agreement and may be transferred on the stock transfer books of the Corporation only in accordance with such agreement.

13. Registered and Principal Office and Agent. The address of the Corporation’s registered office in the Commonwealth of Kentucky, as well as the Corporation’s principal office, shall be 4 Isaac Shelby Drive, Shelbyville, Kentucky 40065. The name of the Corporation’s registered process agent is Thomas E. Nelson whose address is 4 Isaac Shelby Drive, Shelbyville, Kentucky 40065.

IV. The amendments set forth above were adopted by the affirmative vote of the majority of the shareholders entitled to vote thereon, at a special meeting of shareholders held June 29, 1987.

V. The manner in which the reclassification of issued shares is effected is set forth in Articles 4(b) of these Restated Articles. The amendments do not provide for an exchange or cancellation of the issued shares.

VI. The amendments do not effect a change in the amount of stated capital.

Date: June 30, 1987

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ARTICLES OF AMENDMENT

FOR

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

SOLTECH, INC.

I. The name of the Corporation is Soltech, Inc. (the “Corporation”).

IIA. Articles 1 through 12, inclusive, of the Corporation’s Articles of Incorporation (the “Articles”) are amended to read in their entirety as set forth in the following Amended and Restated Articles of Incorporation (the “Restated Articles”).

IIB. Article 13 is added to read in its entirety as set forth in the following Restated Articles.

III. The following Restated Articles correctly set forth without change the corresponding provisions of the Corporation’s Articles as hereby and heretofore amended, and supersede the original Articles and all previous amendments thereto:

(A) Name. The corporation’s name shall be SOLTECH, INC. (the “Corporation”).

(B) Purpose and Powers. The Corporation’s purpose shall be to do any and all things and exercise any and all powers which might now or hereafter be lawful for such a corporation to do or exercise under the laws of the Commonwealth of Kentucky and the Laws and statutes of the United States.

(C) Duration. The Corporation’s duration shall be perpetual.

(D) Authorized Capital Stock. The aggregate number of shares the Corporation shall have authority to issue shall be two million, five hundred thousand (2,500,000) shares, divided into (a) five hundred thousand (500,000) shares of preferred stock without par value (“Preferred Stock”) with such preferences, limitations and relative rights as may be determined by the Board of Directors pursuant to Article 5(a) and which may be divided into and issued in series; (b) one million (1,000,000) shares of common stock, series A without par value with the preferences, limitations and relative rights as specified in Article 5(b) (“Common Stock, Series A”) and (c) one million (1,000,000) shares of common stock, series B without par value with the preferences, limitations and relative rights as specified in Article 5(b) (“Common Stock, Series B”).

(E) Relative Rights and Preferences. A statement of the preferences, limitations and relative rights in respect of the shares of Preferred Stock and the shares of Common Stock is as follows:

(i) Preferred Stock. The Board of Directors of the Corporation is expressly vested with authority to divide the Preferred Stock into series, to change shares of one series that have been redeemed or reacquired into shares of another series, and to fix and determine the number of, and the relative rights and preferences of, the shares of any series of the Preferred Stock, but all shares of Preferred Stock shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(1) The rate of dividend;

(2) Whether shares of Preferred Stock may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(3) The amount payable on shares of Preferred Stock in the event of voluntary or involuntary liquidation;

(4) Sinking fund provisions, if any, for the redemption or purchase of shares of Preferred Stock;

(5) The terms and conditions, if any, on which shares may be converted; and

(6) Voting rights, if any.

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(ii)(1) Common Stock, Series A. Each outstanding share of Common Stock, Series A shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The Common Stock, Series A shall be subject to the provisions of Articles 4 and 5 and the provisions of any resolution or resolutions validly adopted by the Board of Directors in exercise of the authority expressly vested in the Board of Directors by Article 5(a).

(ii)(2) Common Stock, Series B. Each outstanding share of Common Stock, Series B shall be entitled to five votes on each matter submitted to a vote at a meeting of shareholders. The Common Stock, Series B shall be subject to the provisions of Articles 4 and 5 and the provisions of any resolution or resolutions validly adopted by the Board of Directors in exercise of the authority expressly vested in the Board of Directors by Article 5(a).

(ii)(3) Class Voting. If, under these Articles, the Bylaws or the governing corporation law, the holders of a class of stock are entitled to vote as a class on amendments to these Articles, a merger, sale of assets or other transaction, the holders of the outstanding shares of Common Stock, Series A and Common Stock, Series B, voting together and not separately, shall be deemed to be those holders entitled to vote as a class.

(F) Number of Directors.

(i) The number of directors of the Corporation shall be the number from time to time fixed by the Board of Directors.

(ii) Newly created directorships resulting from an increase by not more than three in the authorized number of directors fixed by the Board of Directors (in accordance with the terms and conditions of the Bylaws) or by any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by the affirmative vote of a majority of the directors then in office, whether or not a quorum. A director elected to fill a vacancy shall be elected by the Board of Directors for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

(G) Removal of Directors. Any director or the entire Board of Directors may be removed from office, with or without cause, only by the affirmative vote of the holders of a majority

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of the shares then entitled to vote generally in the election of directors. Notwithstanding the immediately preceding sentence, if less than the entire Board of Directors is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or if there be classes of directors, at an election of the class of directors of which he is a part.

(H) Classification of Directors. When the Board of Directors shall consist of nine or more members, the directors shall be divided into three classes, each class to be as nearly equal in number as possible. The term of office of directors of the first class shall expire at the first annual meeting of shareholders after their election; and that of the second class shall expire at the second annual meeting after their election; and that of the third class shall expire at the third annual meeting after their election. At each annual meeting after such classification the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting. In the case of any increase in the number of directors, the additional directors shall be distributed among the several classes as nearly equally as possible. In the case of any decrease in the number of directors, the several classes shall be reduced so that they will be as nearly equal in number as possible, but no decrease shall have the effect of shortening the term of any incumbent director.

(I) No Pre-emptive Right. No shareholder shall have any pre-emptive right to acquire any shares of stock of any class or series of the Corporation.

(J) Consideration of Certain Factors. The Board of Directors may base its response to any offer of another party to: (i) make a tender or exchange offer for any equity security of the Corporation, (ii) merge or consolidate the Corporation with another corporation, or (iii) purchase or

4

otherwise acquire all or substantially all of the properties and assets of the Corporation (collectively, “Acquisition Proposals”) upon an evaluation of the best interests of the Corporation and its shareholders. Relevant factors which may be considered in such evaluation include, without limitation, the following:

(i) The consideration being offered in the Acquisition Proposal, not only in relation to the then current market value of the Corporation’s stock, but also in relation to (1) the Board of Directors’ then current estimate (which need not be quantified) of the current or future value of the Corporation in a freely negotiated transaction, and (2) the Board of Directors’ then current estimate (which need not be quantified) of the future value of the Corporation as an independent entity;

(ii) The social, legal and economic effects upon employees and customers of the Corporation and its subsidiaries;

(iii) The social, legal and economic effects on the communities in which the Corporation and its subsidiaries operate or are located; and

(iv) The competence, experience and integrity of the acquiring party or parties and its or their management.

(K) Indemnification. The Corporation shall indemnify, and shall be deemed to have indemnified, its directors to the fullest extent permitted under the law of the Commonwealth of Kentucky, as may be in effect from time to time.

(L) Registered and Principal Office and Agent. The address of the Corporation’s registered office in the Commonwealth of Kentucky, as well as the Corporation’s principal office, shall be 4 Isaac Shelby Drive, Shelbyville, Kentucky 40056. The name of the Corporation’s registered process agent is Thomas E. Nelson whose address is 4 Isaac Shelby Drive, Shelbyville, Kentucky 40056.

(M) Monetary Damages. No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for a breach of his duties as a director except for liability: (a) for any transaction in which the director’s personal financial interest is in conflict

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with the financial interests of the Corporation or its shareholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be in a violation of law; (c) for distributions made in violation of the Kentucky Revised Statutes; or (d) for any transaction from which the director derives an improper personal benefit.

If the Kentucky Revised Statutes are amended after approval by the shareholders of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Kentucky Revised Statutes, as so amended. Any repeal or modification of this Article 13 by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

IV. The amendments set forth above were duly adopted by the unanimous, affirmative vote of the holders of all of the shares entitled to vote by written action in lieu of a meeting of shareholders dated as of May 8, 1989.

V. The amendments do not provide for an exchange, reclassification or cancellation of issued shares.

VI. The amendments do not effect a change in the amount of stated capital.

Dated as of June 6, 1989.

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ARTICLES OF AMENDMENT

FOR

ARTICLES OF INCORPORATION

OF

SOLTECH, INC.

I. The name of the Corporation is Soltech, Inc. (the “Corporation”).

IIA. Articles I through 3, and 6 through 13, inclusive, of the Corporation’s Articles of Incorporation (the “Articles”) shall remain in their entirety as set forth in the existing Articles of Incorporation.

IIB. Articles 4 and 5 are amended to read in their entirety as set forth in III, below.

III. The following correctly sets forth the provisions of Articles 4 and 5 of the Corporation’s Articles as hereby amended:

“(D) Authorized Capital Stock. The aggregate number of shares the Corporation shall have authority to issue shall be two million five hundred thousand (2,500,000) shares, divided into (a) five hundred thousand (500,000) shares of preferred stock without par value (“Preferred Stock”) with such preferences, limitations and relative rights as may be determined by the Board of Directors pursuant to Article 5(a) and which may be divided into and issued in series; (b) one million, two hundred fifty thousand (1,250,000) shares of Common Stock, Series A without par value with the preferences, limitations and relative rights as specified in Article 5(b) (“Common Stock, Series A”) and (c) seven hundred fifty thousand (750,000) shares of common stock, series B without par value with the preferences, limitations and relative rights as specified in Article 5(b) (“Common Stock, Series B”).

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(E) Relative Rights and Preferences. A statement of the preferences, limitations and relative rights in respect of the shares of Preferred Stock and the shares of Common Stock is as follows:

(i) Preferred Stock. The Board of Directors of the Corporation is expressly vested with authority to divide the Preferred Stock into series, to change shares of one series that have been redeemed or reacquired into shares of another series, and to fix and determine the number of, and the relative rights and preferences of, the shares of any series of the Preferred Stock, but all shares of Preferred Stock shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(1) The rate of dividend;

(2) Whether shares of Preferred Stock may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(3) The amount payable on shares of Preferred Stock in the event of voluntary or involuntary liquidation;

(4) Sinking fund provisions, if any, for the redemption or purchase of shares of Preferred Stock;

(5) The terms and conditions, if any, on which shares may be converted; and

(6) Voting rights, if any.

(b) (1) Common Stock, Series A. Each outstanding share of Common Stock, Series A shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. The Common Stock, Series A shall be subject to the provisions of Articles 4 and 5 and the provisions of any resolution or resolutions validly adopted by the Board of Directors in exercise of the authority expressly vested in the Board of Directors by Article 5(a).

(b)(2) Common Stock, Series B. Each outstanding share of Common Stock, Series B shall be entitled to five votes on each matter submitted to a vote at a meeting of shareholders. The Common Stock, Series B shall be subject to the provisions of Articles 4 and 5 and the provisions of any resolution or resolutions validly adopted by the Board of Directors in exercise of the authority expressly vested in the Board of Directors by Article 5(a).

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(b)(3) Group Voting. If, under these Articles, the Bylaws or the governing corporation law, the holders of a class or series of stock are entitled to vote as a group on amendments to these Articles, a merger, sale of assets or other transaction, the holders of the outstanding shares of Common Stock, Series A and Common Stock, Series B, voting together and not separately, shall be deemed to be those holders entitled to vote as a group.

(b)(4) Liquidation Preference. In the event of a liquidation of the Corporation, the holders of Common Stock, Series A shall have a liquidation preference to the extent of the purchase price paid to the Corporation with respect to the shares upon their initial issuance, but such liquidation preference shall not exceed $9.00 per share. Once the preference has been paid with respect to all shares of Common Stock, Series A, the Common Stock, Series B shall have a liquidation preference equal to the weighted average per share amount paid in respect of shares of Common Stock, Series A, and thereafter all shares of Common Stock regardless of Series shall have the same liquidation rights.

(b)(5) Dividend Preference. No cash or property dividends may be declared and paid on Common Stock, Series B without also being declared and paid on Common Stock, Series A; and no cash or property dividend may be declared and paid on Common Stock, Series B unless a dividend at least ten percent greater in amount per share is paid concurrently on Common Stock, Series A.

(b)(6) Exchange Right. A holder of authorized, issued and outstanding Common Stock, Series B may exchange some or all of his shares for an equal number of shares of authorized but previously unissued Common Stock, Series A. Shares of the latter received in the exchange shall have the same dividend preference as if the shares had originally been issued as Common Stock, Series A but shall retain the characteristics of Common Stock, Series B for purposes of the liquidation preference.”

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IV. The amendment set forth above was duly adopted by the vote of the holders of a majority of all of the shares entitled to vote at the 1990 Annual Meeting of Shareholders held on February 1, 1990. At such meeting, 762,706 shares (constituting all outstanding shares) of the Corporation’s Common Stock, Series A and 510,000 shares (constituting all outstanding shares) of the Corporation’s Common Stock, Series B were entitled to be cast, both series voting as one voting group in accordance with Article 5(b)(3) of the Articles of Incorporation and Section 1.9 of the Bylaws. 1,061,923 shares were indisputably represented at the meeting, with all shares voting in favor of the amendment and no shares voting against the amendment.

V. The amendment does not provide for an immediate exchange, reclassification or cancellation of issued shares. The amendment provides for a voluntary exchange right between one of the two series of Common Stock and the other. Therefore, no provision for implementation is required.

VI. The amendment does not effect a change in the amount of stated capital except to shift 250,000 previously authorized shares of Common Stock, Series B to Common Stock, Series A, neither of which has a par value.

Dated as of February 12 , 1990.

4

ARTICLES OF AMENDMENT

FOR

ARTICLES OF INCORPORATION

OF

SOLTECH, INC.

(a) The name of the Corporation is Soltech, Inc. (the “Corporation”).

(b) The articles of incorporation of the Corporation (the “Articles”) are hereby amended to add article 14 which shall read in its entirety as follows:

14. Preferred Stock, Series A.

(a) The Preferred Stock is hereby divided into two series which shall be designated Preferred Stock, Series A and Preferred Stock, Series B and which shall consist of three hundred sixty six thousand two hundred fifty (366,250) shares of Preferred Stock, Series A and one hundred thirty three thousand seven hundred fifty (133,750) shares of Preferred Stock, Series B. The relative rights and preferences of the Preferred Stock, Series A are set forth in Sections (b) through (f) of this Article 14. The relative rights and preferences, of the Preferred Stock, Series B shall be determined by the Board of Directors pursuant to the provisions of Article 5, Section (a) of the Articles.

(b) Dividends.

(1) No cash dividend shall be paid on any share of Common Stock unless a dividend is paid with respect to all outstanding shares of Preferred Stock, Series A in an amount for each such share of Preferred Stock, Series A equal to the aggregate amount of such dividends for that number of shares of Common Stock, Series A into which each such share of Preferred Stock, Series A could then be converted, regardless of whether there is a sufficient number of authorized but unissued shares of Common Stock, Series A to allow for such conversion.

(2) If the Corporation shall declare a dividend or distribution (other than any distribution described in Section (c) of this Article 14 below) payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each such case, the holders of the Preferred Stock, Series A shall be entitled to a proportionate share of any such distribution as though the holders of the Preferred Stock, Series A were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Preferred Stock, Series A are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution, regardless of whether there is a sufficient number of authorized but unissued shares of Common Stock, Series A to allow for such conversion at such time.

(c) Liquidation Preference.

(1) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (which may be referred to herein together with the events deemed to be Liquidation Events under paragraph (4) of this Section (c) as “Liquidation Event”) that occurs after the day after the Original Issue Date (as such term is defined in Section (e)(3)(i)(3) of this Article 14), the holders of the Preferred Stock, Series A shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership thereof, the amount of (i) Eight Dollars ($8.00) per share (as adjusted for any stock dividends, combinations or splits with respect to such shares), plus (ii) the product of Forty Cents ($0.40) multiplied by the whole number of years elapsed between the Original Issue Date and the date of the distribution of the amount required by this Section (c)(1) plus (iii) all accrued or declared but unpaid dividends on the Preferred Stock, Series A, for each share of Preferred Stock, Series A then held by them. If, upon the occurrence of a Liquidation Event, the assets and funds thus distributed among the holders of the Preferred Stock, Series A are insufficient to permit the payment to such holders of the full aforesaid preferential amount, the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Preferred Stock, Series A in proportion to the preferential amount each such holder is otherwise entitled to receive.

(2) In the event of any liquidation of the Corporation, and subject to the payment in full of the liquidation preferences with respect to the Preferred Stock, Series A as provided in paragraph (1) of this Section (c), the holders of the Common Stock, to the extent of such holdings, shall be entitled to receive, prior and in preference to any further distribution of any of the assets or surplus funds of the Corporation to the holders of the Preferred Stock, Series A by reason of their ownership thereof, the amount of money or the fair market value of property (as determined by the board of directors in good faith at the time of receipt) actually received by the Corporation as the purchase price of Common Stock as provided in paragraphs (4) and (5) of Section (b) of Article 5 of the Articles. Subject to the payment in full of the liquidation preferences with respect to the Preferred Stock, Series A as provided in paragraph (1) of this Section (c), if, upon the occurrence of a liquidation of the Corporation, the assets and funds thus distributed among such holders of the Common Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire remaining assets and funds of the Corporation legally available for distribution shall be distributed among such holders of the Common Stock as provided in paragraphs (4) and (5) of Section (b) of Article 5.

(3)(A) In the event of the liquidation of the Corporation and after payment to the holders of the Common Stock and the Preferred Stock, Series A of the amounts set forth in paragraphs (1) and (2) of this Section (c), the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed

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among the holders of the Common Stock and the Preferred Stock, Series A in proportion to the shares of Common Stock then held by the holders of Common Stock and the shares of Common Stock, Series A which the holders of Preferred Stock, Series A have the right to acquire upon conversion of the shares of Preferred Stock, Series A then held by them, regardless of whether there is a sufficient number of authorized but unissued shares of Common Stock, Series A to allow for such conversion at such time.

(B) If there is a Liquidation Event that is not a liquidation of the Corporation for which distributions must be made to the holders of Common Stock as provided in paragraphs (4) and (5) of Section (b) of Article 5 of the Articles and paragraph (2) of this Section (c), the Corporation shall create a reserve on its books equal in amount to the amount that would be distributable to the holders of the Common Stock pursuant to such provisions and shall, if there are assets and funds of the Corporation legally available for distribution after the making of the distribution provided for in paragraph (1) of this Section (c) and the creation of such reserve, make a distribution to the holders of the Preferred Stock, Series A equal in amount to the distribution that they would have been entitled to receive under sub-paragraph (A) of this paragraph (3) of this Section (c) if such Liquidation Event had been the liquidation of the Corporation. Upon the completion of such distribution, the Preferred Stock, Series A shall be deemed to have been redeemed, the holders thereof shall have no further rights under this Article 14 and shall surrender any certificates representing the Preferred Stock, Series A to the Corporation for cancellation.

(4) For purposes of this Section (c), in addition to liquidation, dissolution and winding up (i) any merger, consolidation, or other form of corporate reorganization (other than a merger in which the Corporation is the surviving corporation, these Articles of Incorporation are the articles of incorporation of the surviving corporation without amendment, the by-laws of the Corporation immediately before the merger continue to be the by-laws of the surviving corporation without amendment, the officers and directors of the Corporation immediately before the merger continue to be the officers and directors of the surviving corporation without change in their titles or authorities, and the holders of the Preferred and Common Stock immediately before the merger continue to hold such shares in the surviving corporation and their shares have eighty percent (80%) of the voting power for all purposes of the surviving corporation), or (ii) a sale of all or substantially all of the assets of the Corporation, shall be deemed to be a Liquidation Event and shall entitle the holders of Preferred Stock, Series A to receive at the closing, consummation, confirmation or effectiveness of any such reorganization or sale, in cash, securities or other property, such amounts as are specified in paragraphs (1) and (3) of this Section (c).

(5) Whenever the distribution provided for in this Section (c) shall be payable in securities or property other than cash, the value of such distribution shall be the fair market value of such securities or other property as determined in good faith by the Board of Directors.

(d) Voting Rights. Subject to the provisions of any valid agreement among the shareholders of the Corporation, each holder of shares of Preferred Stock, Series A

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shall be entitled to the number of votes equal to the number of shares of Common Stock into which such holder’s shares of Preferred Stock, Series A could be converted at the time of the vote (regardless of whether there is a sufficient number of authorized but unissued shares of Common Stock, Series A to allow for such conversion at such time) and shall have voting rights and powers equal to the voting rights and powers of such number of shares of Common Stock, Series A (except as otherwise expressly provided herein or as required by law, voting together with the Common Stock as a single voting group) and shall be entitled to notice of any shareholders’ meeting in accordance with law and the by-laws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Preferred Stock, Series A held by each holder could be converted) shall be rounded to the nearest whole number, with one-half (1/2) being rounded upward.

(e) Conversion. The holders of the Preferred Stock, Series A shall have conversion rights as follows (the “Conversion Rights”):

(1) Right to Convert. Each share of Preferred Stock, Series A shall be convertible, at the option of the holder thereof, at any time after the Original Issue Date, at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock, Series A as is determined by dividing the Conversion Value, set forth below, by the Conversion Price applicable to such share, determined as hereinafter provided, in effect on the date the certificate representing such share is surrendered for conversion. The “Conversion Value” of a share of Preferred Stock is Eight Dollars ($8.00). The price at which shares of Common Stock shall be deliverable upon conversion of shares of the Preferred Stock (the “Conversion Price”) shall initially be Four Dollars ($4.00) per share of Common Stock. Such initial Conversion Price shall be adjusted as hereinafter provided.

(2) Mechanics of Conversion.

(i) Any holder of Preferred Stock who wishes to convert the same into shares of Common Stock, Series A, must surrender the certificate therefor, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and give written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue to such holder of Preferred Stock, a certificate for the number of shares of Common Stock, Series A to which he shall be entitled as aforesaid. Such conversion shall be deemed to have been made upon the surrender of the certificate for the shares of Preferred Stock, Series A to be converted, and the person entitled to receive the shares of Common Stock, Series A issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock, Series A at and after such time.

(ii) If the conversion is in connection with an underwritten offering of securities pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering shares of Preferred Stock, Series A for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to

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such offering, in which event the persons entitled to receive the Common Stock, Series A upon conversion of the Preferred Stock, Series A shall not be deemed to have converted such Preferred Stock, Series A until immediately prior to the closing of such sale of securities.

(iii) No holder of Preferred Stock, Series A, may convert, at any one time, less than twenty five thousand (25,000) shares of Preferred Stock, Series A unless such holder converts all of the shares of Preferred Stock, Series A held by such holder.

(3) Adjustments to Conversion Price for Certain Diluting Issues.

(i) Special Definitions. For purposes of this paragraph (3) of this Section (e), the following definitions apply:

(A) “Options” shall mean rights, options, or warrants to subscribe for, purchase or otherwise acquire either Common Stock, Series A or Convertible Securities (defined below).

(B) “Original Issue Date” shall mean the first date on which any share of Preferred Stock, Series A was issued. All shares of Preferred Stock, Series A shall be deemed to have been issued on the Original Issue Date regardless of the date on which they were actually issued.

(C) “Convertible Securities” shall mean any evidences of indebtedness, shares (including, but not limited to, Common Stock, Series B but excluding Common Stock, Series A and Preferred Stock, Series A) or other securities convertible into or exchangeable for Common Stock, Series A.

(D) “Additional Shares of Common Stock” shall mean all shares of Common Stock, Series A issued (or, pursuant to Section (e) (3) (iii) below, deemed to be issued) by the Corporation after the Original Issue Date, other than shares of Common Stock, Series A issued or issuable:

(I) upon conversion of shares of Preferred Stock, Series A;

(II) to officers, directors or employees of, or consultants to, the Corporation pursuant to stock option or stock purchase plans or agreements on terms approved by the Board of Directors, but not exceeding One Hundred Fifty Thousand (150,000) shares of Common Stock, Series A (net of any repurchases of such shares or cancellations or expirations of options), subject to adjustment for share dividends, splits and combinations;

(III) as a dividend or distribution on Preferred Stock, Series A;

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(IV) for which adjustment of the Conversion Price is made pursuant to Section (e) (4) of this Article 14; or

(V) upon the exchange of shares of Common Stock, Series B issued before the Original Issue Date for shares of Common Stock, Series A.

(ii) No Adjustment of Conversion Price. Any provision herein to the contrary notwithstanding, no adjustment in the Conversion Price for Preferred Stock, Series A shall be made in respect of the issuance of Additional Shares of Common Stock unless the consideration per share for an Additional Share of Common Stock issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to, such issue.

(iii) Deemed Issue of Additional Shares of Common Stock. If the Corporation at any time or from time to time after the Original Issue Date issues any Options or Convertible Securities or fixes a record date for the determination of holders of any class or series of securities then entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein intended to protect against dilution) of Common Stock, Series A issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date has been fixed, as of the close of business on such record date, provided that in any such case in which Additional Shares of Common Stock are deemed to be issued:

(A) no further adjustments in the Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock, Series A upon the exercise of such Options or conversion or exchange of such Convertible Securities;

(B) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Corporation, or decrease or increase in the number of shares of Common Stock, Series A issuable, upon the exercise, conversion or exchange thereof, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities (provided, however, that no such adjustment of the Conversion Price shall affect Common Stock, Series A previously issued upon conversion of the Preferred Stock, Series A);

(C) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:

(I) in the case of Convertible Securities or Options to purchase Common Stock, Series A, the only Additional Shares of Common Stock issued were the shares of Common Stock, Series A, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Corporation for the issue of all such Options, whether or not received, plus the consideration actually received by the Corporation upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange; and

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(II) in the case of Options to purchase Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Shares of Common Stock deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Corporation upon the issue of the Convertible Securities with respect to which such Options were actually exercised;

(D) no readjustment pursuant to Sections (e) (3) (iii) (B) and (C) above shall have the effect of increasing the Conversion Price to an amount that exceeds the lower of (I) the Conversion Price on the original adjustment date or (II) the Conversion Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; and

(E) in the case of any Options which expire by their terms not more than thirty (30) days after the date of issue thereof, no adjustment of the Conversion Price shall be made until the expiration or exercise of all such Options, whereupon such adjustment shall be made in the same manner as provided in Section (e) (3) (iii) (C) above.

(iv) Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock.

(A) If the Corporation, at any time after the Original Issue Date, issues Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section (e) (3) (iii)) without consideration or for a consideration per share less than the Conversion Price with respect to Preferred Stock in effect on the date of and immediately prior to such issue (a “Triggering Issue”), then and in such event, the Conversion Price for Preferred Stock shall be reduced, concurrently with such issue, to a price equal to the lowest consideration per share applicable to the Triggering Issue; provided, however, that if the number of Additional Shares of Common Stock deemed to be issued in the Triggering

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Issue (the “Additional Share Number “) is less than the number of shares of Common Stock, Series A into which the then outstanding shares of Preferred Stock, Series A could be converted (assuming for this purpose that there is a sufficient number of shares of Common Stock, Series A authorized but not outstanding to allow for the conversion all outstanding shares of Preferred Stock, Series A) at the time of the Triggering Issue (the “Preferred Conversion Number”), the Conversion Price shall instead be reduced to the amount determined by adding:

(I) the quotient of the aggregate consideration received by the Corporation in the Triggering Issue divided by the Preferred Conversion Number; and

(II) the product of

•    the quotient of

••    the Preferred Conversion Number

       minus the Additional Share Number,

divided by

••    the Preferred Conversion Number

multiplied by

•    the quotient of

••    the sum of

•••    the aggregate

        consideration received by

        the Corporation in the

        Triggering Issue, and

•••    the number of shares of

        Common Stock, Series A

        outstanding immediately

        before the Triggering

        Issue (the “Outstanding

        Share Number”)

        multiplied by the

        Conversion Price in

        effect immediately before

        the Triggering Issue

divided by

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••    the sum of the Additional Share Number and the Outstanding Share Number.

(B) For the purpose of this Section (e) (3) (iv), the number of shares of Common Stock, Series A outstanding immediately before the Triggering Issue shall be calculated on a fully diluted basis, as if all shares of Preferred Stock, Series A and all Convertible Securities had been fully converted into shares of Common Stock, Series A immediately before the Triggering Issue and any outstanding warrants, options or other rights for the purchase of shares of stock or convertible securities had been fully exercised immediately before the Triggering Issue (and the resulting securities fully converted into shares of Common Stock, Series A, if so convertible) as of such date, but not including in such calculation any additional shares of Common Stock, Series A issuable with respect to shares of Preferred Stock, Series A, Convertible Securities, or outstanding options, warrants or other rights for the purchase of shares of stock or convertible securities, solely as a result of the adjustment of the respective Conversion Prices (or other conversion ratios) resulting from the Triggering Issue.

(v) Determination of Consideration. For purposes of this Section (e), the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

(A) Cash and Property. Such consideration shall:

(I) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation excluding amounts paid or payable for accrued interest or accrued dividends;

(II) insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and

(III) if Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (I) and (II) above, as determined in good faith by the Board.

(B) Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Section (d) (3) (iii), relating to Options and Convertible Securities shall be determined by dividing:

(I) the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or

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Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein intended to protect against dilution) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(II) the maximum number of shares of Common Stock, Series A (as set forth in the instruments relating thereto, without regard to any provision contained therein intended to protect against dilution) issuable upon the exercise of such Options or conversion or exchange of such Convertible Securities.

(4) Adjustments to Conversion Price for Stock Dividends and for Combinations or Subdivisions of Common Stock, Series A. If the Corporation at any time or from time to time after the Original Issue Date shall declare or pay, without consideration, any dividend on the Common Stock, Series A payable in Common Stock, Series A or in any right to acquire Common Stock, Series A for no consideration, or shall effect a subdivision of the outstanding shares of Common Stock, Series A into a greater number of shares of Common Stock, Series A (by stock split, reclassification or otherwise than by payment of a dividend in Common Stock, Series A or in any right to acquire Common Stock, Series A), or if the outstanding shares of Common Stock, Series A shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, Series A, then the Conversion Price for Preferred Stock in effect immediately before such event shall, concurrently with the effectiveness of such event, be proportionately decreased or increased, as appropriate. If the Corporation shall declare or pay, without consideration, any dividend on the Common Stock, Series A payable in any right to acquire Common Stock, Series A for no consideration, then the Corporation shall be deemed to have made a dividend payable in Common Stock, Series A in an amount of shares equal to the maximum number of shares issuable upon exercise of such rights to acquire Common Stock , Series A.

(5) Adjustments for Reclassification and Reorganization. If the Common Stock issuable upon conversion of the Preferred Stock, Series A shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section (e) (4) above or a merger or other reorganization that is a Liquidating Event), the Conversion Price then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the Preferred Stock, Series A shall be convertible into, in lieu of the number of shares of Common Stock, Series A which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock, Series A that would have been subject to receipt by the holders upon conversion of the Preferred Stock, Series A immediately before that change.

(6) No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation,

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merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section (e) of this Article 14 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Preferred Stock, Series A against impairment. The provisions of this Section (e) (6) of this Article 14 may be waived by the affirmative vote of the holders of at least a majority of the then outstanding shares of Preferred Stock, Series A voting together as a single voting group and taken in advance of any action that would conflict with this Section (e) (6).

(7) Certificates as to Adjustments. Upon the occurrence of each adjustment or readjustment of any Conversion Price pursuant to this Section (e), the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Stock, Series A a certificate executed by the Corporation’s President or Chief Financial Officer setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Preferred Stock, Series A, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price for Preferred Stock, Series A at the time in effect, and (iii) the number of shares of Common Stock, Series A and the amount, if any, of other property which at the time would be received upon the conversion of the Preferred Stock, Series A.

(8) Notices of Record Date. If the Corporation shall propose at any time: (i) to declare any dividend or distribution upon its Common Stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus; (ii) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (iii) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or (iv) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; then, in connection with each such event, the Corporation shall send to the holders of Preferred Stock, Series A:

(A) at least twenty (20) days’ prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in clauses (iii) and (iv) above; and

(B) in the case of the matters referred to in clauses (iii) and (iv) above, at least twenty (20) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event).

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(9) Issue Taxes. The Corporation shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Preferred Stock, Series A pursuant hereto; provided, however, that the Corporation shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion.

(10) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, Series A, solely for the purpose of effecting the conversion of the shares of the Preferred Stock, Series A, such number of its shares of Common Stock, Series A as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Preferred Stock, Series A; and if at any time the number of authorized but unissued Shares of Common Stock, Series A shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, Series A, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock, Series A to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to these Articles.

(11) Fractional Shares. No fractional share shall be issued upon the conversion of any share or shares of Preferred Stock, Series A. All shares of Common Stock, Series A (including fractions thereof) issuable upon conversion of more than one share of Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Common Stock, Series A, the Corporation shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the fair market value of such fraction on the date of conversion (as determined in good faith by the Board of Directors).

(12) Notices. Any notice required by the provisions of this Section (e) to be given to the holders of shares of Preferred Stock, Series A shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Corporation.

(f) Restrictions and Limitations.

(1) No share or shares of Preferred Stock, Series A acquired by the Corporation by reason of purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares which the Corporation shall be authorized to issue.

(2) So long as shares of Preferred Stock, Series A having an aggregate Conversion Value of One Million Dollars ($1,000,000) remain outstanding, the Corporation shall not, without the affirmative vote of the holders of at least a majority of the then outstanding shares of the Preferred Stock, Series A voting together as a single voting group:

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(A) Redeem, purchase or otherwise acquire for value (or pay into or set aside for a sinking fund for such purpose) any shares of Preferred Stock otherwise than by conversion in accordance with Section (e) hereof or pursuant to a contract entered into on or before the Original Issue Date;

(B) Redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any of the Common Stock; provided, however, that this restriction shall not apply to (i) the exchange of shares of Common Stock, Series B for shares of Common Stock, Series A, (ii) the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Corporation or any subsidiary pursuant to agreements under which the Corporation has the option to repurchase such shares upon the termination of employment or the occurrence of similar events, (iii) the purchase of shares of Common Stock, Series A issued pursuant to warrants issued on the Original Issue Date or (iv) the purchase of shares of Common Stock pursuant to contracts that were in effect before the Original Issue Date;

(C) Authorize or issue, or obligate itself to issue, any other equity security (including any security convertible into or exercisable for any equity security) senior to or on a parity with the Preferred Stock, Series A as to dividend rights or liquidation preferences;

(D) Sell, lease, assign, transfer, or otherwise convey all or substantially all of the assets of the Corporation or any of its subsidiaries, or consolidate or merge the Corporation or any of its subsidiaries with any other entity, or reclassify or otherwise change any stock, or recapitalize the Corporation;

(E) Permit any subsidiary to issue or sell, or obligate itself to issue or sell, except to the Corporation or any other wholly-owned subsidiary, any stock of such subsidiary;

(F) Increase or decrease (other than by conversion or by purchase at the option or with the consent of the holder) the total number of authorized shares of Preferred Stock;

(G) Amend the Articles; or

(H) Liquidate, dissolve or wind-up or initiate or consent to any proceeding for the bankruptcy, insolvency or reorganization of the Corporation.

(g) The amendment of the Articles set forth in Section (b) of these Articles of Amendment was duly adopted by the Board of Directors of the Corporation at its meeting on November 26, 1991 without shareholder action which was not required under Articles 4 and 5 of the Articles and KRS 271B.6-020.

-17-

ARTICLES OF AMENDMENT

FOR

ARTICLES OF INCORPORATION

OF

SOLTECH, INC.

(a) The name of the Corporation is Soltech, Inc. (the “Corporation”).

(b) The articles of incorporation of the Corporation (the “Articles”) are hereby amended to add Article 15 which shall read in its entirety as follows:

15. Preferred Stock, Series A, Second Designation. Twelve Thousand Three Hundred Seventy-Five (12,375) shares of Preferred Stock, Series B so designated by Article 14 shall be designated Preferred Stock, Series A and shall have the relative rights and preferences of the original shares of Preferred Stock, Series A as established by Article 14 as if included in Article 14 initially. The remaining shares of Preferred Stock, Series B designated by Article 14, One Hundred Twenty-One Thousand Three Hundred Seventy-Five (121,375), shall have the relative rights and preferences as determined by the Board of Directors pursuant to the provisions of Article 5, Section (a) of the Articles.

(c) The amendment of the Articles set forth in Section (b) of these Articles of Amendment was duly adopted by the Board of Directors of the Corporation at its meeting on March 9, 1992 without shareholder action which was not required under Articles 4 and 5 of the Articles and KRS 271B. 6-020.

-18-

ARTICLES OF AMENDMENT

FOR

ARTICLES OF INCORPORATION

OF

SOLTECH, INC.

I. The name of the Corporation is Soltech, Inc. (the “Corporation”).

IIA. Articles I through 3, and 5 through 15, inclusive, of the Corporation’s Articles of Incorporation (the “Articles”) shall remain in their entirety as set forth in the existing Articles of Incorporation.

IIB. Article 4 is amended to read in its entirety as set forth in III, below.

III. The following correctly sets forth the provisions of Article 4 of the Corporation’s Articles as hereby amended:

“4. Authorized Capital Stock. The aggregate number of shares the Corporation shall have authority to issue shall be three million five hundred thousand (3,500,000) shares, divided into (a) five hundred thousand (500,000) shares of preferred stock without par value (“Preferred Stock”) with such preferences, limitations and relative rights as may be determined by the Board of Directors pursuant to Article 5(a) and which may be divided into and issued in series; (b) two million two hundred fifty thousand (2,250,000) shares of Common Stock, Series A without par value with the preferences, limitations and relative rights as specified in Article 5(b) (“Common Stock, Series A”) and (c) seven hundred fifty thousand (750,000) shares of common stock, series B without par value with the preferences, limitations and relative rights as specified in Article 5(b) (“Common Stock, Series B”).

IV. The amendment set forth above was duly adopted by the vote of the holders of a majority of the votes of all of the shares entitled to vote at the 1992 Annual Meeting of Shareholders held on March 9, 1992. At such meeting, 740,106 shares (constituting all outstanding shares) of the Corporation’s Common Stock, Series A; 365,000 shares (constituting all outstanding shares) of the Corporation’s Common Stock, Series B with five Common Stock, Series A equivalent votes each; and 353,750 shares of the Corporation’s Preferred Stock, Series A (constituting all outstanding shares) with two Common Stock, Series A equivalent votes each were entitled to be cast, both series of Common Stock voting as one voting group in accordance with Article 5(b) (3) of the Articles of Incorporation and Section 1.9 of the Bylaws. All of the Preferred Stock, Series A shares; and at least 2,202,000 votes of Common Stock shares; equaling 2,909,500 voting equivalent Common Stock, Series A shares were indisputably represented at the meeting, with all shares voting in favor of the amendment and no shares voting against the amendment.

V. The amendment does not provide for an exchange, reclassification or cancellation of issued shares.

VI. The amendment does not effect a change in the amount of stated capital because the newly authorized shares have no par value.

Dated as of April 22, 1992.

2

ARTICLES OF AMENDMENT

FOR

ARTICLES OF INCORPORATION

OF

SOLTECH, INC.

(d) The name of the Corporation is Soltech, Inc. (the “Corporation”).

(e) The articles of incorporation of the Corporation (the “Articles”) are hereby amended to add Article 16 which shall read in its entirety as follows:

16. Preferred Stock, Series A, Third Designation. Thirty Three Thousand Three Hundred Thirty Three (33,333) shares of Preferred Stock, Series B so designated by Article 15 shall be designated Preferred Stock, Series A and shall have the relative rights and preferences of the original shares of Preferred Stock, Series A as established by Article 14 as if included in Article 14 initially. The remaining shares of Preferred Stock, Series B designated by Article 15, Eighty Eight Thousand Forty Two (88,042), shall have the relative rights and preferences as determined by the Board of Directors pursuant to the provisions of Article 5, Section (a) of the Articles.

(f) The amendment of the Articles set forth in Section (b) of these Articles of Amendment was duly adopted by the Board of Directors of the Corporation at its meeting on October 1, 1993 without shareholder action which was not required under Articles 4 and 5 of the Articles and KRS 271B.6-020.

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

SOLTECH, INC.

Pursuant to the provisions of KRS 271B.10-060, Articles of Amendment to the Articles of Incorporation of Soltech, Inc. (the “Corporation”) are hereby adopted:

FIRST:	The name of the Corporation is Soltech, Inc.
SECOND:	The text of the amendment to the Articles of Incorporation adopted is attached as Appendix I and incorporated herein by reference.
THIRD:	Provisions for implementing the exchange and reclassification of issued shares provided for in the amendment are contained in the amendment.
FOURTH:	The amendment was proposed by the board of directors and adopted by the shareholders of the Corporation at a special meeting of shareholders held October 31, 1995.
FIFTH:	The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the special meeting of shareholders are as follows:

Designation of Voting Group	Number of Outstanding Shares	Number of Votes Entitled to be Cast	Number of Votes Indisputably Represented at the Meeting
Common Stock, Series A	760,592.64	760,592.64	506,567.65
Common Stock, Series B	365,000.00	1,825,000.00	1,825,000.00
Common Stock, Series A and Common Stock, Series B	1,125,592.64	2,585,592.64	2,331,667.65
Preferred Stock, Series A	411,958.00	823,916.00	738,668.00
Common Stock, Series A, Common Stock, Series B and Preferred Stock, Series A	1,537,550.64	3,409,508.64	3,070,233.65

The total number of undisputed votes cast for the amendment by each voting group entitled to vote separately thereon is as follows:

Voting Group	Total Number of Undisputed Votes Cast for the Amendment
Common Stock, Series A	501,567.65
Common Stock, Series B	1,825,000.00
Common Stock, Series A and Common Stock, Series B	2,326,567.65
Preferred Stock, Series A	738,666.00
Common Stock, Series A, Common Stock, Series B and Preferred Stock, Series A	3,065,233.65

The number of votes cast for the amendment by each voting group of the Corporation entitled to vote separately thereon was sufficient for approval by that voting group

Dated: October 31, 1995

APPENDIX I

AMENDMENT TO ARTICLES OF INCORPORATION

FIRST: Article 14 of the Articles of Incorporation is amended to read in its entirety as set forth below:

14. Preferred Stock, Series A.

(a) The Preferred Stock is hereby divided into two series which shall be designated Preferred Stock, Series A and Preferred Stock, Series B and which shall consist of four hundred eleven thousand nine hundred fifty-eight (411,958) shares of Preferred Stock, Series A and eighty-eight thousand forty-two (88,042) shares of Preferred Stock, Series B. The relative rights and preferences of the Preferred Stock, Series A are set forth in Sections (b) through (f) of this Article 14. The Relative Rights and Preferences, of the Preferred Stock, Series B shall be determined by the Board of Directors pursuant to the provisions of Article 5, Section (a) of the Articles.

(b) Dividends.

(1) No cash dividend shall be paid on any share of Common Stock unless a dividend is paid with respect to all outstanding shares of Preferred Stock, Series A in an amount for each such share of Preferred Stock, Series A equal to the aggregate amount of such dividends for that number of shares of Common Stock, Series A into which each such share of Preferred Stock, Series A could then be converted, regardless of whether there is a sufficient number of authorized but unissued shares of Common Stock, Series A to allow for such conversion.

(2) If the Corporation shall declare a dividend or distribution (other than any distribution described in Section (c) of this Article 14 below) payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each such case, the holders of the Preferred Stock, Series A shall be entitled to a proportionate share of any such distribution as though the holders of the Preferred Stock, Series A were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Preferred Stock, Series A are convertible as of the record date fixed for the determination of the holders of the Common Stock of the Corporation entitled to receive such distribution, regardless of whether there is a sufficient number of authorized but unissued shares of Common Stock, Series A to allow for such conversion at such time.

(c) Liquidation Preference.

(1) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary of involuntary (which may be referred to herein together

3

with the events deemed to be Liquidation Events under paragraph (4) of this Section (c) as “Liquidation Event”) that occurs after the day after the Original Issue Date (as such term is defined in Section (e)(3)(i)(B) of this Article 14), the holders of the Preferred Stock, Series A shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership thereof, the amount of (i) Eight Dollars ($8.00) per share (as adjusted for any stock dividends, combinations or splits with respect to such shares), plus (ii) the product of Forty Cents ($0.40) multiplied by the whole number of years elapsed between the Original Issue Date and the date of distribution of the amount required by this Section (c)(1) plus (iii) all accrued or declared but unpaid dividends on the Preferred Stock, Series A, for each share of Preferred Stock, Series A then held by them. If, upon the occurrence of a Liquidation Event, the assets and funds thus distributed among the holders of the Preferred Stock, Series A are insufficient to permit the payment to such holders of the full aforesaid preferential amount, the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Preferred Stock, Series A in proportion to the preferential amount each such holder is otherwise entitled to receive.

(2) In the event of any liquidation of the Corporation, and subject to the payment in full of the liquidation preferences with respect to the Preferred Stock, Series A as provided in paragraph (1) of this Section (c), the holders of the Common Stock, to the extent of such holdings, shall be entitled to receive, prior and in preference to any further distribution of any of the assets or surplus funds of the Corporation to the holders of the Preferred Stock, Series A by reason of their ownership thereof, the amount of money or the fair market value of property (as determined by the board of directors in good faith at the time of receipt) actually received by the Corporation as the purchase price of Common Stock as provided in paragraphs (4) and (5) of Section (b) of Article 5 of the Articles. Subject to the payment in full of the liquidation preferences with respect to the Preferred Stock, Series A as provided in paragraph (1) of this Section (c), if, upon the occurrence of a liquidation of the Corporation, the assets and funds thus distributed among such holders of the Common Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire remaining assets and funds of the Corporation legally available for distribution shall be distributed among such holders of the Common Stock as provided in paragraphs (4) and (5) of Section (b) of Article 5.

(3)(A) In the event of the liquidation of the Corporation and after payment to the holders of the Common Stock and the Preferred Stock, Series A of the amounts set forth in paragraphs (1) and (2) of this Section (c), the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed among the holders of the Common Stock and the Preferred Stock, Series A in proportion to the shares of Common Stock then held by the holders of Common Stock and the shares of Common Stock, Series A which the holders of Preferred Stock, Series A have the right to acquire upon conversion of the shares of Preferred Stock, Series A then held by them, regardless of whether there is a sufficient number of authorized but unissued shares of Common Stock, Series A to allow for such conversation at such time.

4

(B) If there is a Liquidation Event that is not a liquidation of the Corporation for which distributions must be made to the holders of Common Stock as provided in paragraphs (4) and (5) of Section (b) of Article 5 of the Articles and paragraph (2) of this Section (c), the Corporation shall create a reserve on its books equal in amount to the amount that would be distributable to the holders of the Common Stock pursuant to such provisions and shall, if there are assets and funds of the Corporation legally available for distribution after the making of the distribution provided for in paragraph (1) of this Section (c) and the creation of such reserve, make a distribution to the holders of the Preferred Stock, Series A equal in amount to the distribution that they would have been entitled to receive under sub-paragraph (A) of this paragraph (3) of this Section (c ) if such Liquidation Event had been the liquidation of the Corporation. Upon the completion of such distribution, the Preferred Stock, Series A shall be deemed to have been redeemed, the holders thereof shall have no further rights under this Article 14 and shall surrender any certificates representing the Preferred Stock, Series A to the Corporation for cancellation.

(4) For purposes of this Section (c), in addition to liquidation, dissolution and winding up (i) any merger, consolidation, or other form of corporate reorganization (other than (x) a merger in which the Corporation is the surviving corporation, these Articles of Incorporation are the articles of incorporation of the surviving corporation without amendment, the by-laws of the Corporation immediately before the merger continue to be the by-laws of the surviving corporation without amendment, the officers and directors of the Corporation immediately before the merger continue to be the officers and directors of the surviving corporation without change in their titles or authorities, and the holders of the Preferred and Common Stock immediately before the merger continue to hold such shares in the surviving corporation and their shares have eighty percent (80%) of the voting power for all purposes of the surviving corporation, or (y) a merger in which the Corporation merges with a direct or indirect wholly owned subsidiary of Owens-Corning Fiberglas Corporation and all of the shares of the Corporation, other than shares as to which statutory dissenter’s rights are exercised, are converted into cash), or (ii) a sale of all or substantially all of the assets of the Corporation, shall be deemed to be a Liquidation Event and shall entitle the holders of Preferred Stock, Series A to receive at the closing, consummation, confirmation or effectiveness of any such reorganization or sale, in cash, securities or other property, such amounts as are specified in paragraphs (1) and (3) of this Section (c). A merger in which the Corporation merges with a direct or indirect wholly owned subsidiary of Owens-Corning Fiberglas Corporation and all of the shares of the Corporation, other than shares as to which statutory dissenter’s rights are exercised or shares owned by Owens-Corning Fiberglas Corporation, are converted into cash shall not be deemed a Liquidation Event.

(5) Whenever the distribution provided for in this Section (c ) shall be payable in securities or property other than cash, the value of such distribution shall be the fair market value of such securities or other property as determined in good faith by the Board of Directors.

(d) Voting Rights. Subject to the provisions of any valid agreement among the shareholders of the Corporation, each holder of shares of Preferred Stock, Series A

5

shall be entitled to the number of votes equal to the number of shares of Common Stock into which such holder’s shares of Preferred Stock, Series A could be converted at the time of the vote (regardless of whether there is a sufficient number of authorized but unissued shares of Common Stock, Series A to allow for such conversion at such time) and shall have voting rights and powers equal to the voting rights and powers of such number of shares of Common Stock, Series A (except as otherwise expressly provided herein or as required by law, voting together with the Common Stock as a single voting group) and shall be entitled to notice of any shareholders’ meeting in accordance with law and the bylaws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Preferred Stock, Series A held by each holder could be converted) shall be rounded to the nearest whole number, with one-half (1/2) being rounded upward.

(e) Conversion. The holders of the Preferred Stock, Series A shall have conversion rights as follows (the “Conversion Rights”).

(1) Right to Convert: Each share of Preferred Stock, Series A shall be convertible, at the option of the holder thereof, at any time after the Original Issue Date, at the office of the Corporation or any transfer agent for such stock into such number of fully paid and nonassessable shares of Common Stock, Series A as is determined by dividing the Conversion Value, set forth below, by the Conversion Price applicable to such share, determined as hereinafter provided, in effect on the date the certificate representing such share is surrendered for conversion. The ‘Conversion Value’ of a share of Preferred Stock is Eight Dollars ($8.00). The price at which shares of Common Stock shall be deliverable upon conversion of shares of the Preferred Stock (the “Conversion Price”) shall initially be Four Dollars ($4.00) per share of Common Stock. Such initial Conversion Price shall be adjusted as hereinafter provided.

(2) Mechanics of Conversion.

(i) Any holder of Preferred Stock who wishes to convert the same into shares of Common stock, Series A, must surrender the certificate therefor, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and give written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue to such holder of Preferred Stock, a certificate for the number of shares of Common Stock, Series A to which he shall be entitled as aforesaid. Such conversion shall be deemed to have been made upon the surrender of the certificate for the shares of Preferred Stock, Series A to be converted, and the person entitled to receive the shares of Common Stock, Series A issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock, Series A at and after such time.

(ii) If the conversion is in connection with an underwritten offering of securities pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering shares of Preferred Stock, Series A for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to

6

such offering, in which event the persons entitled to receive the Common Stock, Series A upon conversion of the Preferred Stock, Series A shall not be deemed to have converted such Preferred Stock, Series A until immediately prior to the closing of such sale of securities.

(iii) No holder of Preferred Stock, Series A, may convert, at any one time, less than twenty-five thousand (25,000) shares of Preferred Stock, Series A unless such holder converts all of the shares of Preferred Stock, Series A held by such holder.

(3) Adjustments to Conversion Price for Certain Diluting Issues.

(i) Special Definitions. For purposes of this paragraph (3) of this Section (e), the following definitions apply:

(A) “Options” shall mean rights, options, or warrants to subscribe for, purchase or otherwise acquire either Common Stock, Series A or Convertible Securities (defined below).

(B) “Original Issue Date” shall mean the first date on which any share of Preferred Stock, Series A was issued. All shares of Preferred Stock, Series A shall be deemed to have been issued on the Original Issue Date regardless of the date on which they were actually issued.

(C) “Convertible Securities” shall mean any evidences of indebtedness, shares (including, but not limited to, Common Stock, Series B but excluding Common Stock, Series A and Preferred Stock, Series A) or other securities convertible into or exchangeable for Common Stock, Series A.

(D) “Additional Shares of Common Stock” shall mean all shares of Common Stock, Series A Issued (or, pursuant to Section (e)(3)(iii) below, deemed to be issued) by the Corporation after the Original Issue Date, other than shares of Common Stock, Series A issued or issuable:

(i) Upon conversion of shares of Preferred Stock, Series A;

(ii) to officers, directors or employees of, or consultants to, the Corporation pursuant to stock option or stock purchase plans or agreements on terms approved by the Board of Directors, but not exceeding One Hundred Fifty Thousand (150,000) shares of Common Stock, Series A (net of any repurchases of such shares or cancellations or expirations of options), subject to adjustment for share dividends, splits and combinations;

(iii) as a dividend or distribution on Preferred Stock, Series A;

7

(iv) for which adjustment of the Conversion Price is made pursuant to Section (e)(4) of this Article 14; or

(v) upon the exchange of shares of Common Stock, Series B issued before the Original Issue Date for shares of Common Stock, Series A.

(4) No Adjustment of Conversion Price. Any provision herein to the contrary notwithstanding, no adjustment in the Conversion Price for Preferred Stock, Series A shall be made in respect of the issuance of Additional Shares of Common Stock unless the consideration per share for an Additional Share of Common Stock issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to, such issue.

(5) Deemed Issue of Additional Shares of Common Stock. If the Corporation at any time or from time to time after the Original Issue Date issues any Options or Convertible Securities or fixes a record date for the determination of holders of any class or series of securities then entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein intended to protect against dilution) of Common Stock, Series A issuable upon the exercise of such Options or, in the case of Convertible Securities and Options thereof, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date has been fixed, as of the close of business on such record date, provided that in any such case in which Additional Shares of Common Stock are deemed to be issued:

(A) no further adjustments in the Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock, Series A upon the exercise of such Options or conversion or exchange of such Convertible Securities;

(B) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Corporation, or decrease or increase in the number of shares of Common Stock, Series A issuable, upon the exercise, conversion or exchange thereof, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities (provided, however, that no such adjustment of the Conversion Price shall affect Common Stock, Series A previously issued upon conversion of the Preferred Stock, Series A);

(C) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:

8

(i) in the case of Convertible Securities or Options to purchase Common Stock, Series A, the only Additional Shares of Common Stock issued were the shares of Common Stock, Series A, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Corporation for the issue of all such Options, whether or not received, plus the consideration actually received by the Corporation upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange; and

(ii) in the case of Options to purchase Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Shares of Common Stock deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Corporation upon the issue of the Convertible Securities with respect to which such Options were actually exercised;

(D) no readjustment pursuant to Sections (e)(3)(iii)(B) and ( C) above shall have the effect of increasing the Conversion Price to an amount that exceeds the lower of (i) the Conversion Price on the original adjustment date or (ii) the Conversion Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; and

(E) in the case of any Options which expire by their terms not more than thirty (30) days after the date of issue thereof, no adjustment of the Conversion Price shall be made until the expiration or exercise of all such Options, whereupon such adjustment shall be made in the same manner as provided in Section (e)(3)(iii)(C) above.

(ii) Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock

(A) if the Corporation, at any time after the Original Issue Date, issues Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section (e) (3)(iii) without consideration or for a consideration per share less than the Conversion Price with respect to Preferred Stock in effect on the date of and immediately prior to such issue (a “Triggering Issue”), then and in such event, the Conversion Price for Preferred Stock shall be reduced, concurrently with such issue, to a price equal to the lowest consideration per share applicable to the Triggering Issue; provided, however, that if the number of Additional Shares of Common Stock deemed to be issued in the Triggering Issue (the “Additional

9

Share Number”) is less than the number of shares of Common Stock, Series A into which the then outstanding shares of Preferred Stock, Series A could be converted (assuming for this purpose that there is a sufficient number of shares of Common Stock, Series A authorized but not outstanding to allow for the conversion of all outstanding shares of Preferred Stock, Series A) at the time of the Triggering Issue (the “Preferred Conversion Number”), the Conversion Price shall instead be reduced to the amount determined by adding:

(i) the quotient of the aggregate consideration received by the Corporation in the Triggering Issue divided by the Preferred Conversion Number; and

(ii) the product of

•    the quotient of

••    the Preferred Conversion Number

       minus the Additional Share Number,

divided by

••    the Preferred Conversion Number

multiplied by

•    the quotient of

••    the sum of

•••    the aggregate

        consideration received by

        the Corporation in the

        Triggering Issue, and

•••    the number of shares of

        Common Stock, Series A

        outstanding immediately

        before the Triggering

        Issue (the “Outstanding

        Share Number”)

        multiplied by the

        Conversion Price in

        effect immediately before

        the Triggering Issue

divided by

••    the sum of the Additional Share Number and the Outstanding Share Number.

10

(B) For the purpose of this Section (a)(3)(iv), the number of shares of Common Stock, Series A outstanding immediately before the Triggering Issue shall be calculated on a fully diluted basis, as if all shares of Preferred Stock, Series A and all Convertible Securities had been fully converted into shares of Common Stock, Series A immediately before the Triggering Issue and any outstanding warrants, options or other rights for the purchase of shares of stock or convertible securities had been fully exercised immediately before the Triggering Issue (and the resulting securities fully converted into shares of Common Stock, Series A, if so convertible) as of such date, but not including in such calculation any additional shares of Common Stock, Series A issuable with respect to shares of Preferred Stock, Series A, Convertible Securities, or outstanding options, warrants or other rights for the purchase of shares of stock or convertible securities, solely as a result of the adjustment of the respective Conversion Prices (or other conversion ratios) resulting from the Triggering Issue.

(i) Determination of Consideration. For purposes of this Section (e), the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

Cash and Property. Such consideration shall:

(ii) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation excluding amounts paid or payable for accrued interest or accrued dividends;

(iii) insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and

(iv) if Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board.

(A) Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Section (d)(3)(iii), relating to Options and Convertible Securities shall be determined by dividing:

(i) the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein intended to protect against dilution) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

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(ii) the maximum number of shares of Common Stock, Series A (as set forth in the instruments relating thereto, without regard to any provision contained therein intended to protect against dilution) issuable upon the exercise of such Options or conversion or exchange of such Convertible Securities.

(6) Adjustments to Conversion Price for stock Dividends and for Combinations or Subdivisions of Common Stock, Series A. If the Corporation at any time or from time to time after the Original issue Date shall declare or pay, without consideration, any dividend on the Common Stock, Series A payable in Common Stock, Series A or in any right to acquire common Stock, Series A for no consideration, or shall effect a subdivision of the outstanding shares of Common Stock, Series A into a greater number of shares of Common Stock, Series A (by stock split, reclassification or otherwise than by payment of a dividend in Common Stock, Series A or in any right to acquire Common Stock, Series A), or if the outstanding shares of Common Stock, Series A shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, Series A, then the Conversation Price for Preferred Stock in effect immediately before such event shall, concurrently with the effectiveness of such event, be proportionally decreased or increased, as appropriate. If the Corporation shall declare or pay, without consideration, any divided on the Common Stock, Series A payable in any right to acquire Common Stock, Series A for no consideration, then the Corporation shall be deemed to have made a divided payable in Common Stock, Series A in an amount of shares equal to the maximum number of shares issuable upon exercise or such rights to acquire Common Stock, Series A.

(7) Adjustments for Reclassification and Reorganization. If the Common Stock issuable upon conversion of the Preferred stock, Series A shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section (e)(4) above or a merger or other reorganization that is a Liquidating Event), the Conversion Price then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the Preferred stock, Series A shall be convertible into, in lieu of the number of shares of Common Stock, Series A which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock, Series A that would have been subject to receipt by the holders upon conversion of the Preferred Stock, Series A immediately before that change.

(8) No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section (e) of this Article 14 and in the taking of

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all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Preferred Stock, Series A against impairment. The provisions of this Section (e)(6) of this Article 14 may be waived by the affirmative vote of the holders at the least a majority of the then outstanding shares of Preferred Stock, Series A voting together as a single voting group and taken in advance of any action that would conflict with this Section (e)(6).

(9) Certificates as to Adjustments. Upon the occurrence of each adjustment or readjustment of any Conversion Price pursuant to this Section (e), the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Stock, Series A a certificate executed by the Corporation’s President or Chief Financial Officer setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment of readjustment is based. The Corporation shall, upon the written request of any time of any holder of Preferred Stock, Series A, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price for Preferred Stock, Series A at the time in effect, and (iii) the number of shares of Common Stock, Series A and the amount, if any, of other property which at the time would be received upon the conversion of the Preferred Stock, Series A.

(10) Notices of Record Date. If the Corporation shall propose at any time: (i) to declare any dividend or distribution upon its Common Stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings of or earned surplus; (ii) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (iii) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or (iv) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; then, in connection with such event, the Corporation shall send to the holders of Preferred Stock, Series A:

(A) at least twenty (20) days’ prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying that date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in clauses (iii) and (iv) above; and

(B) in the case of the maters referred to in clauses (iii) and (iv) above, at least twenty (20) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of Common Stock shall be entitled to exchange their common Stock for securities or other property deliverable upon the occurrence of such event).

(11) Issue Taxes. The Corporation shall pay and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Preferred Stock, Series A pursuant hereto; provided, however, that the Corporation shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion.

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(12) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, Series A, solely for the purpose of effecting the conversion of the shares of the Preferred Stock, Series A, such number of its shares of Common Stock, Series A as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Preferred Stock, Series A; and if at any time the number of authorized but unissued shares of Common Stock, Series A shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, Series A, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock, Series A to such number of shares as shall be sufficient for such purpose, including without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to these Articles.

(13) Fractional Shares. No fractional share shall be issued upon the conversion of any share or shares of Preferred Stock, Series A. All shares of Common Stock, Series A (including fractions thereof) issuable upon conversion of more than one share of Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversation would result in the issuance of a fraction of a share of Common Stock, Series A, the Corporation shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the fair market value of such fraction on the date of conversion (as determined in good faith by the Board of Directors).

(14) Notices. Any notice required by the provisions of this Section (e) to be given to the holder of shares of Preferred Stock, Series A shall be deemed given if deposited in the United States Mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Corporation.

(f) Restrictions and Limitations.

(1) No share or shares of Preferred Stock, Series A acquired by the Corporation by reason of purchase, conversation of otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares which the Corporation shall be authorized to issue.

(2) So long as shares of Preferred Stock, Series A having an aggregate Conversion Value of One Million dollars ($1,000,000) remain outstanding, the Corporation shall not, without the affirmative vote of the holders of at least a majority of the then outstanding shares of the Preferred Stock Series A voting together as a single voting group:

(A) Redeem, purchase or otherwise acquire for value (or pay into or set aside for a sinking fund for such purpose) any shares of Preferred Stock otherwise than by conversion in accordance with Section (e) hereof or pursuant to a contract entered into on or before the Original Issue Date;

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(B) Redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any of the Common Stock; provided, however, that this restriction shall not apply to (i) the exchange of shares of Common Stock, Series B for shares of Common Stock, Series A, (ii) the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Corporation or any subsidiary pursuant to agreements under which the Corporation has the option to repurchase such shares upon the termination of employment or the occurrence to similar events, (iii) the purchase of shares of Common Stock, Series A issued pursuant to warrants issued on the Original Issue Date or (iv) the purchase of shares of Common Stock pursuant to contracts that were in effect before the Original Issue Date;

(C) Authorize or issue, or obligate itself to issue, any other equity security (including any security convertible into or exercisable for any equity security) senior to or on a parity with the Preferred Stock, Series A as to dividend rights or liquidation preferences;

(D) Sell, lease, assign, transfer, or otherwise convey all or substantially all of the assets of the Corporation or any of its subsidiaries, or consolidate or merge the Corporation or any of its subsidiaries with any other entity, or reclassify or otherwise change any stock, or recapitalize the Corporation;

(E) Permit any subsidiary to issue or sell, or obligate itself to issue or sell, except to the Corporation or any other wholly-owned subsidiary, any stock of such subsidiary;

(F) Increase or decrease (other than by conversion or by purchase at the option or with the consent of the holder) the total number of authorized shares of Preferred Stock;

(G) Amend the Articles; or

(H) Liquidate, dissolve or wind-up or initiate or consent to any proceeding for the bankruptcy, insolvency or reorganization of the Corporation.

* * * * * * * * *

SECOND: Articles 15 and 16 of the Articles of Incorporation are deleted in their entirety, and any shares heretofore authorized or issued thereunder are, automatically by virtue of this amendment, reclassified as and converted into shares of Preferred Stock, Series A, established pursuant to Article 14 of the Articles of Incorporation, as amended above.

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EX-3.66

Exhibit 3.66

SOLTECH, INC.

*****

AMENDED AND RESTATED BY-LAWS

*****

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Louisville, Kentucky.

Section 2. The corporation may also have offices at such other places both within and without the State of Kentucky as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held within or without the State of Kentucky, at such place as may be fixed from time to time by the board of directors.

Section 2. Annual meetings of shareholders, commencing with the year 1999, shall be held on the twentieth (20^th) of December, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., at which they shall elect, pursuant to law, a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting, stating the date, time, and place of the meeting, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Kentucky as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the charter, may be called by the president, the board of directors, or upon written demand of at least thirty-three and one-third percent (33 1/3%) of all of the votes entitled to be cast on any issue proposed to be considered.

Section 3. Written or printed notice of a special meeting stating the date, time, and place of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. A majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of the voting group for action on that matter, except as otherwise provided by statute or by the charter. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the

meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the vote of a greater number of affirmative votes is required by law or the charter.

Section 3. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders unless the charter or law provides otherwise. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Each shareholder having voting power shall be entitled to cumulate his votes in the election of directors.

Section 4. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, if one or more written consents setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

BOARD OF DIRECTORS

Section 1. The number of directors of the corporation may be fixed from time to time by the board of directors. The number of directors shall be one.

Section 2. Unless the charter provides otherwise, any vacancy occurring in the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, the board of directors, or if the directors remaining in office constitute fewer than a quorum of the board, the vacancy may be filled by the affirmative vote of a majority of the directors remaining in office.

Section 3. The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, by the charter or by these by-laws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Kentucky, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Kentucky.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting or it may convene at such place and time as shall be fixed by the consent in writing of all the directors. No notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called on 2 days’ notice to each director, either personally, by mail or by telegram.

Section 5. Attendance or participation of a director at any meeting shall constitute a waiver of notice of such meeting, unless the director, at the beginning of the meeting (or promptly upon his arrival), objects to holding the meeting or transacting business at the meeting, and does not there after vote for or as sent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of the notice of such meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business, unless a greater number is required by law or by the charter. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the charter If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time until a quorum shall be present.

Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

COMMITTEES

Section 1. The board of directors may create one (1) or more committees that may consist of two (2) or more members of the board. Committee members shall serve at the board of directors’ pleasure. To the extent specified by the board of directors or charter, each committee shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise provided by law.

ARTICLE VIII

NOTICES

Section 1. Whenever notice is required to be given to any director or shareholder under the provisions of the statutes, the charter or these by-laws, it shall be construed to mean written notice, which may be by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time it is deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever notice is required to be given under the provisions of the statutes, the charter or these by-laws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors, and shall be a president, a vice-president, a secretary and a treasurer The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors, at its first meeting after each annual meeting of shareholders, shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders, and shall record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the

shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation, and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control, belonging to the corporation.

Section 14. The assistant treasurer or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates or shall be uncertificated. Each share certificate shall be signed by the president or a vice-president and the secretary or treasurer or an assistant secretary or treasurer of the corporation, or by the board of directors, and may be sealed with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue different classes of shares or different series within a class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights applicable to each class, and the variations in the relative rights, preferences, and limitations determined for each series and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

Section 2. The signatures of the persons signing a share certificate may be facsimiles. In case any person who has signed, or whose facsimile signature has been placed upon such certificate, shall have ceased to hold such office before such certificate is issued, the certificate is nevertheless valid.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation, which is alleged to have been lost or destroyed When

authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender, to the corporation or the transfer agent of the corporation, of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate shall be cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix a record date, in advance, that may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize a person, registered on its books as the owner of shares, as having the exclusive right to receive dividends and to vote with respect to shares shown to be owned, and as being exclusively liable for calls and assessments upon shares shown to be owned, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Kentucky.

LIST OF SHAREHOLDERS

Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or the transfer agent, shall be open for inspection at any meeting of shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the law and any applicable provisions of the charter, dividends may be declared by the board of directors at any regular or special meeting, and may be paid in cash, in property or in shares of the corporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper, as a reserve fund to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money, and notes of the corporation, shall be signed by such officer or officers, or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Kentucky”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These by-laws may be amended or repealed, or new by-laws may be adopted, by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board unless the charter or law reserve this power to the shareholders.

EX-5.1

Exhibit 5.1

April 13, 2007

Owens Corning

One Owens Corning Parkway

Toledo, OH 43659

Re: Owens Corning 6.500% Senior Notes due 2016 and 7.000% Senior Notes due 2036

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-4 (the “Registration Statement”) being filed by Owens Corning, a Delaware corporation (the “Company”), and certain subsidiaries of the Company (the “Guarantors”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of $650,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2016 (the “Exchange Notes due 2016”) and $550,000,000 aggregate principal amount of the Company’s 7.000% Senior Notes due 2036 (the “Exchange Notes due 2036” and, together with the Exchange Notes due 2016, the “Exchange Notes”), which are to be offered in exchange for an equivalent aggregate principal amount of currently outstanding 6.500% Senior Notes due 2016 (the “Outstanding Notes due 2016”) and 7.000% Senior Notes due 2036 (the “Outstanding Notes due 2036” and, together with the Outstanding Notes due 2016, the “Outstanding Notes”), respectively. The Outstanding Notes are, and the Exchange Notes will be, guaranteed (the “Guarantees”) by the Guarantors. The Outstanding Notes were, and the Exchange Notes will be, issued pursuant to an Indenture dated as of October 31, 2006, as amended or supplemented (the “Indenture”), among the Company, the Guarantors and LaSalle Bank National Association, as trustee (the “Trustee”). We refer herein to the Guarantors listed on Annex A hereto as the “Specified Guarantors”.

In rendering the opinions expressed below, we have examined and relied upon copies of the Registration Statement, the Indenture, the form of Exchange Notes and the form of Notation of Guarantee (the “Notice of Guarantee”). We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and other statements of government officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for our examination.

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

Owens Corning

April 13, 2007

For purposes of paragraph 7 below, we have assumed with respect to the each Guarantor other than the Specified Guarantors that (i) each Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) each Guarantor has the requisite power and authority to execute, deliver and perform its obligations under the Indenture and the Guarantees, (iii) the Indenture has been duly authorized, executed and delivered by each Guarantor and (iv) each Guarantee has been duly authorized, executed and delivered by the Guarantor which is a party thereto. We have also assumed that no event has occurred that would cause the release of the Guarantee by any Guarantor under the terms of the Indenture or any Notice of Guarantee.

Based on the foregoing, and subject to the assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that:

1. Each of the Company and each Specified Guarantor is duly incorporated or formed, as the case may be, and is validly existing under the laws of the jurisdiction in which it is incorporated or formed.

2. The Indenture has been duly authorized, executed and delivered by the Company and each of the Specified Guarantors.

3. The Company has the corporate power and authority to execute and deliver and perform its obligations under each of the Indenture and the Exchange Notes.

4. Each of the Specified Guarantors has the corporate or limited liability company, as the case may be, power and authority to execute and deliver and perform its obligations under the Indenture and its respective Guarantee.

5. Assuming the Indenture has been duly executed and delivered by the Trustee, when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any), shall have become effective under the Securities Act and the Indenture shall have been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (ii) the Exchange Notes due 2016 shall have been duly executed and issued by the Company and duly authenticated by the Trustee as provided in the Indenture and shall have been duly delivered against surrender and cancellation of like principal amount of the Outstanding Notes due 2016 in the manner described in the Registration Statement, the Exchange Notes due 2016 will be legally issued and valid and binding obligations of the Company, except to the extent enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). In addition, a court might refuse to enforce a provision of the Exchange Notes due 2016 if it deems such provision to violate public policy.

Owens Corning

April 13, 2007

6. Assuming the Indenture has been duly executed and delivered by the Trustee, when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any), shall have become effective under the Securities Act and the Indenture shall have been qualified under the Trust Indenture Act and (ii) the Exchange Notes due 2036 shall have been duly executed and issued by the Company and duly authenticated by the Trustee as provided in the Indenture and shall have been duly delivered against surrender and cancellation of like principal amount of the Outstanding Notes due 2036 in the manner described in the Registration Statement, the Exchange Notes due 2036 will be legally issued and valid and binding obligations of the Company, except to the extent enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). In addition, a court might refuse to enforce a provision of the Exchange Notes due 2036 if it deems such provision to violate public policy.

7. Assuming the Indenture has been duly executed and delivered by the Trustee, when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any), shall have become effective under the Securities Act and the Indenture shall have been qualified under the Trust Indenture Act, and (ii) the Exchange Notes shall have been duly executed and issued by the Company and duly authenticated by the Trustee as provided in the Indenture and shall have been duly delivered against surrender and cancellation of like principal amount of the applicable Outstanding Notes in the manner described in the Registration Statement, the Guarantee of each Guarantor with respect to such Exchange Notes will be a legally issued and valid and binding obligation of such Guarantor, except to the extent enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). In addition, a court might refuse to enforce a provision of the Guarantees if it deems such provision to violate public policy.

This opinion letter is limited to the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware, the laws of the States of New York and Illinois and the Securities Act. We express no opinion as to matters relating to securities or blue sky laws of any jurisdiction or any rules or regulations thereunder (other than federal securities laws).

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our firm included in our made a part of the Registration Statement. 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/ Sidley Austin LLP

ANNEX A

SPECIFIED GUARANTORS

Engineered Pipe Systems, Inc., a Delaware corporation

Eric Company, a Delaware corporation

Exterior Systems, Inc., a Delaware corporation

Falcon Foam Corporation, a Delaware corporation

INTEGREX Ventures, LLC, a Delaware limited liability company

IPM Inc., a Delaware corporation

Jefferson Holdings Inc., a Delaware corporation

Modulo USA LLC, a Delaware limited liability company

Norandex Distribution, Inc., a Delaware corporation

OCCV1, Inc., a Delaware corporation

OCCV2, LLC, a Delaware limited liability company

OCCV3, LLC, a Delaware limited liability company

OCCV4, LLC, a Delaware limited liability company

Owens Corning Composite Materials, LLC, a Delaware limited liability company

Owens Corning Construction Services, LLC, a Delaware limited liability company

Owens Corning Cultured Stone, LLC, a Delaware limited liability company

Owens Corning Fabwel, LLC, a Delaware limited liability company

Owens Corning Fiberglass Technology, Inc., an Illinois corporation

Owens-Corning Fiberglas Technology II, LLC, a Delaware limited liability company

Owens Corning Foam Insulation, LLC, a Delaware limited liability company

Owens Corning Franchising, LLC, a Delaware limited liability company

Owens-Corning Funding Corporation, a Delaware corporation

Owens Corning HOMExperts, Inc., a Delaware corporation

Owens Corning HT, Inc., a Delaware corporation

Owens Corning Insulating Systems, LLC, a Delaware limited liability company

Owens Corning Overseas Holding, Inc., a Delaware corporation

Owens Corning Roofing and Asphalt, LLC, a Delaware limited liability company

Owens Corning Sales, LLC, a Delaware limited liability company

Owens Corning Science and Technology, LLC, a Delaware limited liability company

Owens Corning U.S. Holdings, LLC, a Delaware limited liability company

Palmetto Products, Inc., a Delaware corporation

EX-5.2

Exhibit 5.2

April 13, 2007

Owens Corning

One Owens Corning Parkway

Toledo, OH 43659

Re: Owens Corning 6.500% Senior Notes due 2016 and 7.000% Senior Notes due 2036

Ladies and Gentlemen:

We have acted as special counsel to Soltech, Inc., a Kentucky corporation (the “Kentucky Guarantor”), a wholly owned subsidiary of Owens Corning, a Delaware corporation (the “Company”), in connection with its guarantee (the “Guarantee”) of $650,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2016 (the “Exchange Notes due 2016”) and $550,000,000 aggregate principal amount of the Company’s 7.000% Senior Notes due 2036 (the “Exchange Notes due 2036” and, together with the Exchange Notes due 2016, the “Exchange Notes”), issued by the Company pursuant to the Indenture dated as of October 31, 2006, as amended or supplemented (the “Indenture”), among the Company, the subsidiaries of the Company described therein as guarantors (“Guarantors”) and LaSalle Bank National Association, as trustee (the “Trustee”). The Exchange Notes will be registered under the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors, with the Securities and Exchange Commission (the “Commission”) on April 13, 2007, under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations under the Act.

In rendering the opinions expressed below, we have examined and relied upon copies of the Registration Statement, the Indenture, the Guarantee, the form of Exchange Notes and the form of Notation of Guarantee (the “Notice of Guarantee”) delivered to us by counsel to the Company (the “Documents”). 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 Documents as to factual matters.

We also have assumed without investigation that (i) all the Documents have been duly authorized, executed and delivered by all parties thereto other than Kentucky Guarantor; (ii) each of the Documents is enforceable in accordance with its terms against all the parties thereto (including the Kentucky Guarantor); and (iii) the Kentucky Guarantor’s execution, delivery or performance of the Guarantee will not breach, violate, conflict with or constitute a default under any agreement (other than the Indenture), 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

Owens Corning

April 13, 2007

Page 2

or governmental body that is required to be received or made by any party in connection with the execution and delivery of the Notes, Guarantee or Indenture or the consummation of the transactions contemplated thereby, including without limitation the Registration Statement.

Based on the foregoing, and subject to the assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that:

1. The Kentucky Guarantor is a corporation duly incorporated and, based solely on the Certificate of Existence issued by the Secretary of the Commonwealth of Kentucky dated as of April 10, 2007, validly existing, as of such date, under the laws of the Commonwealth of Kentucky.

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

3. Each of the Indenture and the Guarantee has been duly authorized, executed and delivered by the Kentucky Guarantor.

Our opinions are limited by and subject to the following:

(a) This opinion letter is limited to the laws of the Commonwealth 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 any of the Documents.

(b) This opinion relates solely to matters existing as of the date hereof, and we disclaim any obligation to update this opinion for events occurring after this date.

This opinion is for your benefit in connection with the transactions contemplated by the Guarantee and related Documents 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 Registration Statement and to the reference to our firm under the heading “Legal Matters.” 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

EX-5.3

Exhibit 5.3

April 13, 2007

Owens Corning

One Owens Corning Parkway

Toledo, Ohio 43659

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Ladies/Gentlemen:

We have acted as local Wisconsin counsel to CDC Corporation, a Wisconsin corporation (the “Guarantor”), in connection with that certain First Supplemental Indenture dated as of the date hereof (the “Supplemental Indenture”) among the Guarantor, Owens Corning, a Delaware corporation (the “Company”), certain other subsidiaries of the Company and LaSalle Bank National Association, as trustee (the “Trustee”) under that certain Indenture dated as of October 31, 2006 (the “2006 Indenture”) providing for the issuance of 6.50% Senior Notes due 2016 and 7.00% Senior Notes due 2036 (collectively, the “Notes”) among the Company, the guarantors identified therein and the Trustee. The Notes, and the notes to be offered in exchange for an equivalent aggregate principal amount of the Notes (the “Exchange Notes”), are and will be guaranteed by the Guarantor (the “Guarantee”). The 2006 Indenture, as supplemented by the Supplemental Indenture, is referred to herein as the “Indenture.”

In rendering this opinion we have, with your permission, relied on an officer’s certificate as to certain factual matters.

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 of the Wisconsin Department of Financial Institutions (the “Department”): (a) has filed with the Department during its most recently completed year the required annual report; and (b) Articles of Dissolution of the Guarantor have not been filed with the Department.

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

Owens Corning

Sidley Austin LLP

April 13, 2007

3. The execution and delivery of, and performance by the Guarantor of its obligations under, the Indenture and the Guarantee have been duly authorized by all necessary corporate action on the part of the Guarantor.

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; provided, however, we express no opinion regarding any securities laws, rules or regulations of the State of Wisconsin. 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 addressees hereof in connection with the Registration Statement on Form S-4 (the “Registration Statement”) relating to the issuance of the Exchange Notes. 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 use of our name beneath the caption “Legal Matters” in the prospectus forming part of the Registration Statement and to the filing of a copy of this opinion as an exhibit thereto. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act of 1933 (the “Act”) or within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,
REINHART BOERNER VAN DEUREN s.c.
BY:	/s/ Benjamin G. Lombard
	Benjamin G. Lombard

EX-12.1

Exhibit 12.1

	Successor			Predecessor
	For the two months ended December 31, 2006			For the ten months ended October 31, 2006		For the twelve months ended December 31, 2005			For the twelve months ended December 31, 2004			For the twelve months ended December 31, 2003			For the twelve months ended December 31, 2002
Earnings:
Income from continuing operations before income taxes and minority interest	$	(89	)	$	9,165	$	(4,482	)	$	439		$	259		$	(2,329	)
Fixed charges (see below)		39			277		775			35			49			52
Amortization of capitalized interest		—			5		7			8			8			9
Capitalized interest		(2	)		—		—			2			(1	)		—
Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges		—			—		—			—			—			—
Earnings, as adjusted	$	(52	)	$	9,447	$	(3,700	)	$	484		$	315		$	(2,268	)
Fixed Charges:
Portion of rents representative of interest expense (33%)	$	5		$	22	$	27		$	27		$	33		$	35
Interest on indebtedness, including amortization of deferred loan costs		32			255		748			10			15			17
Capitalized interest		2			—		—			(2	)		1			—
Total fixed charges	$	39		$	277	$	775		$	35		$	49		$	52
Ratio of earnings to fixed charges		N/A			34.1		N/A			13.8			6.4			N/A

Due to losses incurred for adjustments due to bankruptcy proceedings, we would have had to generate additional earnings of $91 million in the two months ended December 31, 2006, $4.475 billion in the twelve months ended December 31, 2005 and $2.320 billion in the twelve months ended December 31, 2002 in order to achieve a coverage of 1:1

EX-21.1

Exhibit 21.1

Subsidiaries of Owens Corning (03/31/2007)	State or Other Jurisdiction Under the Laws of Which Organized
Belgian Finance OC Europe SPRL	Belgium
CDC Corporation	Wisconsin
Comercializadora Owens Corning, S.A. de C.V.	Mexico
Crown Manufacturing Inc.	Ontario
Dutch OC Cooperatief Invest U.A.	The Netherlands
Engineered Pipe Systems, Inc.	Delaware
EPS Holding AS	Norway
Eric Company	Delaware
European Owens-Corning Fiberglas, S.A.	Belgium
Exterior Systems, Inc.	Delaware
Falcon Foam Corporation	Delaware
Flowtite Offshore Services Ltd.	Cyprus
Integrex Ventures LLC	Delaware
IP Owens Corning Ltd.	Switzerland
IPM Inc.	Delaware
Jefferson Holdings Inc.	Delaware
LMP Impianti Srl	Italy
Modalis S.A.	France
Modulo S.A.	France
Modulo USA LLC	Delaware
Norandex Distribution Inc.	Delaware
NORSKE EPS BOT AS	Norway
OC Canada Finance Inc.	Canada
OC Canada Holdings Company	Nova Scotia
OC Celfortec Inc.	Canada
OC NL Invest Cooperatief U.A.	The Netherlands
O.C. Funding B.V.	The Netherlands
OC Scandinavian Operations AB	Sweden
OCCV1, Inc.	Delaware
OCCV2, LLC	Delaware
OCCV3, LLC	Delaware
OCCV4, LLC	Delaware
OCF Mexico, S. de R.L. de C.V.	Mexico
Owens Corning Alloy Canada GP Inc.	Canada
Owens Corning (Anshan) Fiberglass Co., Ltd.	China
Owens Corning Argentina Sociedad de Responsabilidad Limitada	Argentina
Owens Corning Australia Pty Limited	Australia
Owens Corning Automotive (UK) Ltd.	United Kingdom
Owens Corning BM (Korea), Ltd.	Korea
Owens-Corning Britinvest Limited	United Kingdom
Owens Corning Building Materials Espana, S.A.	Spain
Owens Corning Buildings Materials Sustainability LLC	Delaware
Owens Corning Canada GP Inc.	Canada
Owens Corning Canada Holdings, B.V.	The Netherlands
Owens Corning Cayman (China) Holdings	Cayman Islands

Owens-Corning Cayman Limited	Cayman Islands
Owens Corning (China) Investment Company, Ltd.	China
Owens Corning Composites Italia S.r.l.	Italy
Owens Corning Composite Materials, LLC	Delaware
Owens Corning Composite Materials Canada GP Inc.	Canada
Owens Corning Composites SPRL	Belgium
Owens Corning Construction Services, LLC	Delaware
Owens Corning Cultured Stone, LLC	Delaware
Owens Corning Enterprise (India) Pvt. Ltd.	India
Owens Corning Espana SA	Spain
Owens Corning Fabwel, LLC	Delaware
Owens Corning Fiberglas A.S. Limitada	Brazil
Owens-Corning Fiberglas Deutschland GmbH	Germany
Owens-Corning Fiberglas Espana, S.A.	Spain
Owens-Corning Fiberglas France S.A.	France
Owens-Corning Fiberglas (G.B.) Ltd.	United Kingdom
Owens-Corning Fiberglas Norway A/S	Norway
Owens Corning Fiberglas S.A.	Uruguay
Owens-Corning Fiberglas Sweden Inc.	Delaware
Owens-Corning Fiberglas Technology Inc.	Illinois
Owens Corning Fiberglas Technology II, LLC	Delaware
Owens-Corning Fiberglas (U.K.) Pension Plan Ltd.	United Kingdom
Owens Corning Foam Insulation, LLC	Delaware
Owens Corning Franchising, LLC	Delaware
Owens-Corning Funding Corporation	Delaware
Owens Corning (Guangzhou) Fiberglas Co., Ltd.	China
Owens Corning Holdings 1 CV	The Netherlands
Owens Corning Holdings 3 CV	The Netherlands
Owens Corning Holdings 4 CV	The Netherlands
Owens Corning Holdings 5 CV	The Netherlands
Owens Corning Holdings Company	Nova Scotia
Owens Corning HOMExperts, Inc.	Delaware
Owens Corning HT, Inc.	Delaware
Owens-Corning (India) Limited	India
Owens Corning Insulating Systems, LLC	Delaware
Owens Corning Insulating Systems Canada GP Inc.	Canada
Owens Corning International Holdings C.V.	The Netherlands
Owens Corning (Japan) Ltd.	Japan
Owens Corning (Jiangyin) Building Materials Co., Ltd.	China
Owens Corning Korea	Korea
Owens Corning Mexican Holdings, B.V.	The Netherlands
Owens Corning Mexico, S. de R.L. de C.V.	Mexico
Owens-Corning Overseas Holdings, Inc.	Delaware
Owens Corning Manufacturing Limited	Japan
Owens Corning (Nanjing) Foamular Board Co. Ltd.	China
Owens Corning Remodeling Canada GP Inc.	Canada
Owens Corning Remodeling Systems, LLC	Delaware
Owens Corning Roofing and Asphalt, LLC	Delaware
Owens Corning Sales, LLC	Delaware
Owens Corning Sales Company, S.A. de C.V.	Mexico
Owens Corning Science and Technology, LLC	Delaware

Owens Corning (Shanghai) Composites Co. Ltd.	China
Owens-Corning (Shanghai) Fiberglas Co., Ltd.	China
Owens Corning (Shanghai) International Trade Co., Ltd.	China
Owens Corning (Shanghai) Trading Co., Ltd.	China
Owens Corning (Singapore) Pte Ltd.	Singapore
Owens Corning Sunrooms Franchising, LLC	Delaware
Owens Corning Support Limited	Japan
Owens-Corning Sweden AB	Sweden
Owens Corning (Tianjin) Building Materials Co., Ltd.	China
Owens Corning US Holdings, LLC	Delaware
Owens-Corning Veil Netherlands B.V.	The Netherlands
Owens-Corning Veil U.K. Ltd.	United Kingdom
Palmetto Products, Inc.	Delaware
Par Mur SRL	Romania
Soltech, Inc.	Kentucky
Tecnologia Owens Corning Ltd.	Switzerland
Vytec Corporation	Ontario
Wrexham A.R. Glass Ltd.	United Kingdom

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated March 13, 2007, except for Note 26, as to which the date is April 12, 2007, relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and effectiveness of internal control over financial reporting, which appear in Owens Corning’s Current Report on Form 8-K dated April 12, 2007. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Toledo, Ohio

April 12, 2007

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2)  ¨

LASALLE BANK NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

36-0884183

(I.R.S. Employer Identification No.)

135 South LaSalle Street, Chicago, Illinois 60603

(Address of principal executive offices) (Zip Code)

Guy Rounsaville

Executive Vice President

General Counsel

Telephone: (312) 904-5469

135 South LaSalle Street, Suite 925

Chicago, Illinois 60603

(Name, address and telephone number of agent for service)

Owens Corning

(Exact name of obligor as specified in its charter)

Delaware	43-2109021
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Owens Corning Parkway Toledo, Ohio	43659
(Address of principal executive offices)	(Zip Code)

6.50% Senior Notes due 2016

7.00% Senior Notes due 2036

(Title of the indenture securities)

ITEM 1. GENERAL INFORMATION*

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

1. Comptroller of the Currency, Washington D.C.

2. Federal Deposit Insurance Corporation, Washington, D.C.

3. The Board of Governors of the Federal Reserve Systems, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such affiliation.

Not Applicable

* Pursuant to General Instruction B, the trustee has responded only to items 1, 2 and 16 of this form since to the best knowledge of the trustee the obligor is not in default under any indenture under which the trustee is a trustee.

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of LaSalle Bank National Association now in effect. (incorporated herein by reference to Exhibit 1 to Form T-1 filed as Exhibit 25 to Form S-3, dated June 28, 2006, in File No. 333-135417).

2. A copy of the certificate of authority to commence business (incorporated herein by reference to Exhibit 2 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).

3. A copy of the authorization to exercise corporate trust powers (incorporated herein by reference to Exhibit 3 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).

4. A copy of the existing By-Laws of LaSalle Bank National Association (incorporated herein by reference to Exhibit 4 filed with Form T-1 filed as Exhibit 25 to Form S-3, dated June 28, 2006, in File No. 333-135417).

5. Not applicable.

6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939 (incorporated herein by reference to Exhibit 6 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).

7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, LaSalle Bank National Association, a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois, on the 12th day of April, 2007.

LASALLE BANK NATIONAL ASSOCIATION
By:	/s/ Russell C. Bergman
Name:	Russell C. Bergman
Title:	First Vice President

LaSalle Bank N.A.	Call Date: 12/31/2006	ST-BK: 17-1520	FFIEC	031
135 South LaSalle Street			Page	RC-1
Chicago, IL 60603	Vendor ID: D	CERT: 15407	11

Transit Number: 71000505

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 2006

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

			Dollar Amounts in Thousands
ASSETS
1.	Cash and balances due from depository institutions (from Schedule RC-A):	RCFD
	a. Noninterest-bearing balances and currency and coin (1)	0081	2,229,087	1.a
	b. Interest-bearing balances (2)	0071	10,729	1.b
2.	Securities:
	a. Held-to-maturity securities (from Schedule RC-B, column A)	1754	51,616	2.a
	b. Available-for-sale securities (from Schedule RC-B, column D)	1773	20,599,408	2.b
3.	Federal funds sold and securities purchased under agreements to resell
	a. Federal funds sold in domestic offices	B987	316,355	3.a
	b. Securities purchased under agreements to resell (3)	B989	165,943	3.b
4.	Loans and lease financing receivables (from schedule RC-C)
	a. Loans and leases held for sale	5369	1,913,918	4.a
	b. Loans and leases, net of unearned income	B528	42,909,034
	c. LESS: Allowance for loan and lease losses	3123	666,554	4.c
	d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c)	B529	42,242,480	4.d
5.	Trading assets (from Schedule RC-D)	3545	1,862,146	5.
6.	Premises and fixed assets (including capitalized leases)	2145	245,605	6.
7.	Other real estate owned (from Schedule RC-M)	2150	17,138	7.
8.	Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)	2130	0	8.
9.	Not applicable
10.	Intangible assets (from Schedule RC-M)
	a. Goodwill	3163	165,599	10.a
	b. Other Intangible assets	0426	0	10.b
11.	Other assets (from Schedule RC-F)	2160	3,146,505	11.
12.	Total assets (sum of items 1 through 11)	2170	72,966,529	12.

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

LaSalle Bank N.A.	Call Date: 12/31/2006	ST-BK: 17-1520	FFIEC	031
135 South LaSalle Street			Page	RC- 2
Chicago, IL 60603	Vendor ID: D	CERT: 15407	12

Transit Number: 71000505

Schedule RC—Continued

			Dollar Amounts in Thousands
LIABILITIES
13.	Deposits:	RCON
	a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)	2200	34,170,104	13.a
		RCON
	(1) Noninterest-bearing (1)	6631	7,231,037	13.a.1
	(2) Interest-bearing	6636	26,939,067	13.a.2
	b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)	RCFN
		2200	9,613,111	13.b
		RCFN
	(1) Noninterest-bearing	6631	0	13.b.1
	(2) Interest-bearing	6636	9,613,111	13.b.2
14.	Federal funds purchased and securities sold under agreements to repurchase:	RCON
	a. Federal funds purchased in domestic offices (2)	B993	3,880,981	14.a
		RCFD
	b. Securities sold under agreements to repurchase (3)	B995	1,882,664	14.b
15.	Trading liabilities (from Schedule RC-D)	3548	375,453	15
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): From schedule RC-M	3190	11,938,091	16
17.	Not applicable
18.	Not applicable
19.	Subordinated notes and debentures (4)	3200	540,000	19.
20.	Other liabilities (from Schedule RC-G)	2930	3,509,032	20.
21.	Total liabilities (sum of items 13 through 20)	2948	65,909,436	21.
22.	Minority Interest in consolidated subsidiaries	3000	63,441	22.
EQUITY CAPITAL
		RCFD
23.	Perpetual preferred stock and related surplus	3838	500,000	23.
24.	Common stock	3230	41,234	24.
25.	Surplus (exclude all surplus related to preferred stock)	3839	2,010,375	25.
26.	a. Retained Earnings	3632	4,208,586	26.a
	b. Accumulated Other Comprehensive income.(5)	B530	233,457	26.b
27.	Other Equity capital components (6)	3284	0	27.
28.	Total equity capital (sum of items 23 through 27)	3210	6,993,652	28.
29.	Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)	3300	72,966,529	29.
Memorandum
To be reported only with the March Report of Condition.
1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2001	RCFD	Number
		6724	N/A	M.1

1 =	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank	4 =	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified accounting firm.(may be required by state chartering authority)
2 =	Independent audit of the bank’s parent holding company
	conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)	5 =	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
		6 =	Review of the bank’s financial statements by external auditors
3 =	Attestation on bank managements assertion on the
	effectiveness of the banks internal control over financial	7 =	Compilation of the bank’s financial statements by external auditors
	reporting by a certified public accounting firm. with generally accepted auditing standards by a certified public accounting firm
		8 =	Other audit procedures (excluding tax preparation work)
		9 =	No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16 “other borrowed money.”

(3) Includes all securities repurchased agreements in domestic and foreign offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains(losses) on available for sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership plan shares.

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

OWENS CORNING

OFFER TO EXCHANGE

ALL OUTSTANDING 6.50% SENIOR NOTES DUE 2016

for

6.50% SENIOR NOTES DUE 2016 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

AND

ALL OUTSTANDING 7.00% SENIOR NOTES DUE 2036

for

7.00% SENIOR NOTES DUE 2036 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

PURSUANT TO THE PROSPECTUS DATED             , 2007

THE EXCHANGE OFFER WILL EXPIRE AT             , NEW YORK CITY TIME, ON             , 2007, UNLESS EXTENDED BY OWENS CORNING (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO              NEW YORK CITY TIME, ON THE EXPIRATION DATE.

LaSalle Bank National Association, as Exchange Agent

By Registered or Certified Mail:	By Regular Mail or Overnight Courier:	By Hand:
LaSalle Bank National Association Attn: Corporate Trust Services Division 135 S. LaSalle Street, Suite 1560 Chicago, IL 60603	LaSalle Bank National Association Attn: Corporate Trust Services Division 135 S. LaSalle Street, Suite 1560 Chicago, IL 60603	LaSalle Bank National Association Division 135 S. LaSalle Street, Suite 1560 Chicago, IL 60603
Facsimile (for eligible institutions only): (312) 904-4018
Telephone inquiries: (312) 904-2226

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus. As used herein, the term “Holder” means a holder of the Issuer’s issued and outstanding 6.50% Senior Notes due 2016 or 7.00% Senior Notes due 2036 (collectively, the “Old Notes”), including any participant in the Book Entry Transfer Facility (as defined herein) whose name appears on a security position listing as the owner of the Old Notes.

The Issuer (as defined herein) reserves the right, at any time or from time to time, to extend the Exchange Offer (as defined herein) at its discretion, in which event Expiration Date shall mean the latest time and date to which the Exchange Offer is extended. The Issuer shall give notice of any extension by giving written notice to LaSalle Bank National Association, the exchange agent and by making a public announcement by press release to Businesswire, the PR Newswire or other national newswire service.

The undersigned acknowledges that he or she has received the Prospectus, dated             , 2007 (the “Prospectus”), of Owens Corning, a Delaware corporation (the “Issuer”), and this Letter of Transmittal, which together constitute the Issuer’s offer (the “Exchange Offer”) to exchange up to $650,000,000 aggregate principal amount of the Issuer’s 6.50% Senior Notes due 2016 (the “New 6.50% Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Issuer’s issued and outstanding 6.50% Senior Notes due 2016 (the “Old 6.50% Notes”) and $550,000,000 aggregate principal amount of the Issuer’s 7.00% Senior Notes due 2036 (the “New 7.00% Notes,” and together with the New 6.50% Notes, the “Exchange Notes”), which have been registered under the Securities Act, for a like principal amount of the Issuer’s issued and outstanding 7.00% Senior Notes due 2036 (the “Old 7.00% Notes,” and together with the Old 6.50% Notes, the “Old Notes”). The Old Notes were issued and sold in a transaction exempt from registration under the Securities Act, pursuant to an Indenture dated as of October 31, 2006 by and between the Issuer, the Guarantors named therein and LaSalle Bank National Association, as trustee.

For each Old Note of a series accepted for exchange, the registered Holder of such Old Note will receive an Exchange Note of the applicable series having a principal amount equal to that of the surrendered Old Note. Each series of Exchange Notes will bear interest from the most recent date to which interest has been paid on the applicable series of Old Notes, or if no interest has been paid, from the issue date of the applicable series of Old Notes. Accordingly, with respect to each series of Exchange Notes, registered holders of Exchange Notes on the relevant record date for the first interest payment date following the completion of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from the issue date of the applicable series of Old Notes. Old Notes accepted for exchange will cease to accrue interest from and after the date of completion of the Exchange Offer. Accordingly, Holders whose Old Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Old Notes otherwise payable on any interest payment date the record date for which occurs on or after completion of the Exchange Offer.

This Letter of Transmittal is to be completed by a Holder of Old Notes either if certificates for such Old Notes are to be forwarded herewith or if a tender is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in “The Exchange Offer — Procedures for Tendering Old Notes” and “— Book-Entry Transfer” sections of the Prospectus. Holders of Old Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Old Notes into LaSalle Bank National Association’s (the “Exchange Agent”) account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of Old Notes indicated below. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Old Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints LaSalle Bank National Association, the exchange agent, as the agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as the agent of the Issuer in connection with the Exchange Offer) with respect to the tendered Old Notes with full power of substitution to:

• deliver such Old Notes, or transfer ownership of such Old Notes on the account books maintained by the Book-Entry Transfer Facility, to the Issuer and delivery all accompanying evidences of transfer and authenticity, and

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• present such Old Notes for transfer on the books of the Issuer and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes,

all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Issuer. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that the Holder of such Old Notes did not purchase such Old Notes directly from the Issuer to resell pursuant to Rule 144A under the Securities Act or another available exemption, that neither the Holder of such Old Notes nor any such other person has an arrangement or understanding with any person to participate in a distribution of such Exchange Notes and that neither the Holder of such Old Notes nor any such other person is an “affiliate” (as defined in Rule 405 under the Securities Act) of the Issuer.

The undersigned also acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be offered for resale, resold and otherwise transferred by a Holder thereof (other than a Holder that is an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such Holder’s business and such Holder has no arrangement with any person to participate in a distribution of such Exchange Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. By accepting the Exchange Offer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer — Withdrawal of Tenders” section of the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” herein, please issue the Exchange Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated below maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” herein, please send the Exchange Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown in the box herein entitled “Description of Old Notes Delivered.”

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THE UNDERSIGNED, BY COMPLETING THE BOX BELOW ENTITLED “DESCRIPTION OF OLD NOTES DELIVERED” AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED OLD NOTES AS SET FORTH IN SUCH BOX.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX BELOW.

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Old Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES DELIVERED
DESCRIPTION OF 6.50% NOTES DUE 2016
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount	Principal Amount Tendered**
	Totals:
DESCRIPTION OF 7.00% NOTES DUE 2036
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount	Principal Amount Tendered**
	Totals:

* Need not be completed if Old Notes are being tendered by book-entry transfer.

** Unless otherwise indicated in this column, a Holder will be deemed to have tendered ALL of the Old Notes represented by the listed certificates or, if such Holder is a participant in the Book-Entry Transfer Facility, ALL of the Old Notes listed in the security issuance listing as owned by such Holder. See Instruction 2. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

¨ CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution                                                                                                                                                                                                 

Account Number                                                                                          Transaction Code Number                                                                          

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¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name of Registered Holder                                                                                                                                                                                                        

Window Ticket Number (if any)                                                                                                                                                                                              

Date of Execution of Notice of Guaranteed Delivery                                                                                                                                                        

Name of Eligible Institution Which Guaranteed Delivery                                                                                                                                              

If Delivered by Book-Entry Transfer, Complete the Following:

Account Number                                                                                       Transaction Code Number                                                                 

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF THE PROSPECTUS AND TEN COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name                                                                                                                                                                                                                                                 

Address                                                                                                                                                                                                                                             

SPECIAL ISSUANCE INSTRUCTIONS	SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4 and 5)	(See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or Exchange Notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal below or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.	To be completed ONLY if certificates for Old Notes not exchanged and/or Exchange Notes are to be delivered to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal or to such person or persons at an address other than shown in the box entitled “Description of Old Notes Delivered” on this Letter of Transmittal above.
Issue Exchange Notes and/or Old Notes to:	Deliver Exchange Notes and/or Old Notes to:
Name:	Name:
(Please Type or Print)	(Please Type or Print)
Address:	Address:
(Including Zip Code)	(Including Zip Code)
Taxpayer Identification No.:
¨ Credit unexchanged old notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.
(Book-Entry Transfer Facility Account Number, If Applicable)

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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF IN EACH CASE PROPERLY COMPLETED AND EXECUTED OR AN AGENT’S MESSAGE (AS DEFINED IN “THE EXCHANGE OFFER—PROCEDURES FOR TENDERING OLD NOTES” SECTION OF THE PROSPECTUS) IN LIEU HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO                     , NEW YORK CITY TIME, ON THE EXPIRATION DATE.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

(All Tendering Holders Must Complete This Letter of Transmittal

and The Accompanying Substitute IRS Form W-9 or the applicable IRS Form W-8)

Dated:                     , 2007

X                                                                                                                                                                                                                                                                    

X                                                                                                                                                                                                                                                                    

Signature(s)

Area Code and Telephone Number:                                                                                                                                                                                                 

If a holder is tendering any Old Notes, this Letter of Transmittal must be signed by the Holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name:                                                                                                                                                                                                                                                          

(Please Type or Print)

Capacity (full title):                                                                                                                                                                                                                                

Address:                                                                                                                                                                                                                                                      

Telephone:                                                                                                                                                                                                                                                

SIGNATURE GUARANTEE (If required by Instruction 3)

Signature(s) Guarantees by an Eligible Institution:                                                                                                                                                                     

                                                             (Authorized Signature)

Title:                                                                                                                                                                                                                                                             

Name and Firm:                                                                                                                                                                                                                                       

Dated:                     , 2007

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE OWENS CORNING’S 6.50% SENIOR NOTES DUE 2016 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) FOR ANY AND ALL OF THE ISSUED AND OUTSTANDING 6.50% SENIOR NOTES DUE 2016 OF OWENS CORNING AND 7.00% SENIOR NOTES DUE 2036 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT FOR ANY AND ALL OF THE ISSUED AND OUTSTANDING 7.00% SENIOR NOTES DUE 2036 OF OWENS CORNING.

1. Delivery Of This Letter And Old Notes; Guaranteed Delivery Procedures.

This Letter of Transmittal is to be completed by Holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer—Procedures for Tendering Old Notes” section of the Prospectus. Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

Holders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined in “The Exchange Offer—Procedures for Tendering Old Notes” section of the Prospectus), (ii) on or prior to             , New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Issuer (by mail, hand delivery, facsimile transmission or overnight courier), setting forth the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Old Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and any other documents required by this Letter of Transmittal, are deposited by the Eligible Institution within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents is at the election and risk of the tendering Holders, but delivery will be deemed made only upon actual receipt or confirmation by the Exchange Agent. If Old Notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, and made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to             , New York City time, on the Expiration Date.

See “The Exchange Offer” section of the Prospectus.

2. Partial Tenders (Not Applicable to Holders Who Tender By Book-Entry Transfer).

If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Old Notes to be tendered in the box above entitled “Description of Old Notes Delivered—Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Old Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box of this Letter of Transmittal, promptly after the Expiration Date. See Instruction 4. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

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3. Signatures On This Letter, Note Powers and Endorsements, Guarantee Of Signatures.

If this Letter of Transmittal is signed by the Holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever or, if such Holder is a participant in the Book-Entry Transfer Facility, exactly as their name appears on the security issuance listing as the owner of the Old Notes.

If any tendered Old Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this letter as there are different registrations of certificates.

When this Letter of Transmittal is signed by the Holder or Holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate note powers are required. If however, the Exchange Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the Holder, then endorsements of any certificates transmitted hereby or separate note powers are required. Signatures on such certificates(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the Holder or Holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate note powers, in either case signed exactly as the name or names of the Holder or Holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificates or note powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, proper evidence satisfactory to the Issuer of their authority to so act must be submitted.

ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON NOTE POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.

SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH OLD NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” OR “SPECIAL DELIVERY INSTRUCTIONS” ON THIS LETTER OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

4. Special Issuance and Delivery Instructions.

Tendering Holders of Old Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.

5. Transfer Taxes.

The Issuer will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Old Notes not exchanged are to be

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delivered to, or are to be registered or issued in the name of, any person other than the Holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Issuer or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed to such tendering Holder and the Exchange Agent will retain possession of an amount of Exchange Notes with a face amount equal to the amount of such transfer taxes due by such tendering Holder pending receipt by the Exchange Agent of the amount of such taxes.

Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter of Transmittal.

6. Waiver of Conditions.

The Issuer reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

7. No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

Although the Issuer intends to notify Holders of defects or irregularities with respect to tenders of Old Notes, neither the Issuer, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.

8. Mutilated, Lost, Stolen or Destroyed Old Notes.

Any Holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9. Withdrawal of Tenders.

Tenders of Old Notes may be withdrawn at any time prior to             , New York City time, on the Expiration Date. For a withdrawal to be effective, a written notice of withdrawal must be received by the Exchange Agent at one of the addresses set forth above. Any such notice of withdrawal must specify the name of the person having tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including the principal amount of such Old Notes), and (where certificates for Old Notes have been transmitted) specify the name in which such Old Notes are registered, if different from that of the withdrawing Holder. If certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the release of such certificates the withdrawing Holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution unless such Holder is an Eligible Institution in which case such guarantee will not be required. If Old Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Issuer, whose determination will be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the Holder thereof without cost to such Holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures described above, such Old Notes will be credited to an account maintained with such Book-Entry Transfer Facility for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following one of the procedures set forth in “The Exchange Offer—Procedures for Tendering Old Notes” section of the Prospectus at any time on or prior to the Expiration Date.

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10. Validity of Tenders.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the acceptance of which would, in the opinion of the Issuer or its counsel, be unlawful. The Issuer also reserves the absolute right to waive any conditions of the Exchange Offer or defects or irregularities in tenders as to particular Old Notes. The interpretation of the terms and conditions by the Issuer of the Exchange Offer (which includes this Letter of Transmittal and the instructions hereto) shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Issuer shall determine. Neither the Issuer, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with regard to tenders of Old Notes nor shall any of them incur any liability for failure to give such information.

11. Requests For Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and other related documents may be directed to the Exchange Agent at the address indicated above.

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IMPORTANT TAX INFORMATION

The following is a summary of the tax certification requirements for prospective U.S. Holders and Non-U.S. Holders (as those terms are defined in the Prospectus, and together, “Holders”). If a Holder satisfied the certification requirements described below for the Old Notes, then no additional certification is required for the Exchange Notes. For a summary of the material United States federal income tax consequences of (i) the exchange of Old Notes for Exchange Notes pursuant to the Exchange Offer and (ii) the ownership and disposition of the Exchange Notes (including the requirements that must be met to avoid backup withholding and U.S. federal income tax withholding), Holders should refer to the “Material U.S. Federal Income Tax Considerations” section of the Prospectus.

U.S. HOLDERS: PURPOSE OF SUBSTITUTE IRS FORM W-9

To prevent backup withholding (currently at a rate of 28%) on any payments received in respect of the Exchange Notes, each prospective U.S. Holder should provide the Issuer, through the Exchange Agent, with either: (i) such prospective U.S. Holder’s correct Taxpayer Identification Number (“TIN”) by completing the attached Substitute Internal Revenue Service (“IRS”) Form W-9, certifying that the TIN provided is correct (or that such prospective U.S. Holder is awaiting a TIN) and that (A) such prospective U.S. Holder has not been notified by the IRS that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the IRS has notified such prospective U.S. Holder that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption. Exempt prospective U.S. Holders (including among others, all corporations) should indicate their exempt status on the Substitute IRS Form W-9.

If the Exchange Notes will be held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on the Substitute IRS Form W-9 for additional guidance regarding which number to report. If the Issuer is not provided with the correct TIN, a prospective U.S. Holder may be subject to a $50 penalty imposed by the IRS.

NON U.S.-HOLDERS: PURPOSE OF PROVIDING THE APPLICABLE IRS FORM W-8

To prevent the withholding of U.S. federal income tax at a 30% rate and backup withholding on any payments received in respect of the Exchange Notes, each prospective Non-U.S. holder must certify, under penalties of perjury, to the Issuer, through the Exchange Agent, that such owner is a Non-U.S. Holder and must provide such owner’s name, address and U.S. TIN, if any. A prospective Non-U.S. Holder may give the certification described above on IRS Form W-8BEN, which generally is effective for the remainder of the year of signature plus three full calendar years, unless a change in circumstances makes any information on the form incorrect. Special rules apply to foreign partnerships. In general, a foreign partnership will be required to provide a properly executed IRS Form W-8IMY and attach thereto an appropriate certification from each of its partners. Finally, if a prospective Non-U.S. Holder is engaged in a U.S. trade or business, and if interest on an Exchange Note will be effectively connected with the conduct of such trade or business, the Non-U.S. Holder should provide a properly executed IRS Form W-8ECI. The Exchange Agent will provide a prospective Non-U.S. Holder with an IRS Form W-8 upon request.

TO BE COMPLETED BY ALL TENDERING U.S. HOLDERS

(SEE IMPORTANT TAX INFORMATION)

PAYOR’S NAME: LASALLE BANK NATIONAL ASSOCIATION

SUBSTITUTE IRS Form W-9 Department of the Treasury Internal Revenue Service	PART I — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT OR INDICATE THAT YOU APPLIED FOR A TIN AND CERTIFY BY SIGNING AND DATING BELOW.	TIN:                                           (Social Security Number or Employer Identification Number)
Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification	TIN Applied for   ¨
Name:
Check appropriate box:	¨ Individual/Sole Proprietor ¨ Corporation ¨ Partnership ¨ Other:
Check this box if you are exempt from withholding  ¨
PART II — CERTIFICATION — UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1)    The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2)    I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3)    I am a U.S. person (including a U.S. resident alien). You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding.
Signature:                                                                                                                                      Date:                     ,  2007

NOTE: FAILURE BY A PROSPECTIVE HOLDER OF EXCHANGE NOTES TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING (CURRENTLY AT A 28% RATE) ON ANY PAYMENTS RECEIVED BY YOU IN RESPECT OF THE EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE IRS FORM W-9 FOR ADDITIONAL DETAILS.

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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED

THE BOX IN PART 1 OF THE SUBSTITUTE IRS FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate IRS Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future). I understand that if I do not provide a Taxpayer Identification Number by the time of the exchange, 28% (or other rate as in effect from time to time) of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature: Date:                                          , 2007

NON U.S. HOLDERS: IN LIEU OF COMPLETING THE SUBSTITUTE IRS FORM W-9,

EACH NON-U.S. HOLDER MUST SUBMIT THE APPLICABLE IRS FORM W-8 (SEE

IMPORTANT TAX INFORMATION).

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payer.

For this type of account:	Give the NAME AND SOCIAL SECURITY NUMBER OF --	For this type of account:	Give the NAME AND EMPLOYER IDENTIFICATION NUMBER OF –
1.      An individual	The individual	6.      A valid Trust, estate or pension trust	Legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) (4)
2.      Two or more individuals (joint account)	The actual owner of the account, or, if combined funds, the first individual on the account(1)
		7.      Corporation	The corporation
3.      Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)	8.      Association, club, religious, charitable, education, or other tax-exempt organization	The organization
4.      (a) The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1) The actual owner(1)	9.      Partnership or multi-member LLC	The partnership
(b) So-called trust account that is not a legal or valid trust under state law		10.    A broker or registered nominee	The broker or nominee or single-owner
5.      Sole proprietorship or single-owner LLC	The owner(3)	11.    Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agriculture program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employer identification number (if you have one).

(4) List first and circle the name of the legal trust, estate, or pension trust.

NOTE: IF NO NAME IS CIRCLED WHEN MORE THAN ONE NAME IS LISTED, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Section references are to the Internal Revenue Code.

Obtaining a Number. If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

Payees Exempt from Backup Withholding. The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) are exempt, as is a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding or information reporting: medical and health care payments, attorneys’ fees and payments for services paid by a federal executive agency. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions and patronage dividends.

(1)	A corporation.
(2)	An organization exempt from tax under section 501 (a), or an individual retirement plan (“IRA”), or a custodial account under 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
(3)	The United States or any of its agencies or instrumentalities.
(4)	A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
(5)	A foreign government or any of its political subdivisions, agencies, or instrumentalities.
(6)	An international organization or any of its agencies or instrumentalities.
(7)	A foreign central bank of issue.
(8)	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
(9)	A futures commission merchant registered with the Commodity Futures Trading Commission.
(10)	A real estate investment trust.
(11)	An entity registered at all times during the tax year under the Investment Company Act of 1940.
(12)	A common trust fund operated by a bank under section 584(a).
(13)	A financial institution.
(14)	A middleman known in the investment community as a nominee or custodian.
(15)	A trust exempt from tax under section 664 or described in section 4947.

Payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041(A), 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under such sections.

Privacy Act Notice. Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice

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for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties.

(1)	Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
(2)	Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
(3)	Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR

TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

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EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

OWENS CORNING

OFFER TO EXCHANGE

ALL OUTSTANDING 6.50% SENIOR NOTES DUE 2016

for

6.50% SENIOR NOTES DUE 2016 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT

OF 1933, AS AMENDED

AND

ALL OUTSTANDING 7.00% SENIOR NOTES DUE 2036

for

7.00% SENIOR NOTES DUE 2036 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT

OF 1933, AS AMENDED

PURSUANT TO THE PROSPECTUS DATED             , 2007

THE EXCHANGE OFFER WILL EXPIRE AT             , NEW YORK CITY TIME, ON             , 2007, UNLESS EXTENDED BY OWENS CORNING (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO              NEW YORK CITY TIME, ON THE EXPIRATION DATE.

As set forth in the Prospectus dated March             , 2007 (as amended or supplemented, the “Prospectus”) under the caption “The Exchange Offer—Guaranteed Delivery Procedures” and the accompanying Letter of Transmittal (the “Letter of Transmittal”) and Instruction 1 thereto, this form, or one substantially equivalent hereto, must be used to accept the Exchange Offer if certificates representing the 6.50% Senior Notes due 2016 and 7.00% Senior Notes due 2036 (collectively, the “Old Notes”), of Owens Corning, a Delaware corporation (the “Issuer”), are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit a Holder’s certificates or other required documents to reach the Exchange Agent on or prior to the Expiration Date. Such form may be delivered by mail, hand delivery, overnight courier or facsimile transmission to the Exchange Agent and must include a guarantee by an “eligible institution” (as defined in “Exchange Offer — Procedures for Tendering Old Notes” section of the Prospectus) unless such form is submitted on behalf of an eligible institution. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Prospectus.

LaSalle Bank, National Association, as Exchange Agent

By Registered or Certified Mail:	By Regular Mail or Overnight Courier:	By Hand:
LaSalle Bank National Association Attn: Corporate Trust Services Division 135 S. LaSalle Street, Suite 1560 Chicago, IL 60603	LaSalle Bank National Association Attn: Corporate Trust Services Division 135 S. LaSalle Street, Suite 1560 Chicago, IL 60603	LaSalle Bank National Association 135 South LaSalle Street, Suite 1560 Chicago, IL 60603

Facsimile (for eligible institutions only): (312) 904-4018

Telephone inquiries: (312) 904-2226

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

2

Ladies & Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, receipt of which is hereby acknowledged, the undersigned hereby tenders to the Issuer $                      principal amount of Old Notes, pursuant to the guaranteed delivery procedures set forth in the Prospectus and accompanying Letter of Transmittal.

6.50% SENIOR NOTES DUE 2016
Certificate Number(s)	Principal Amount Tendered
7.00% SENIOR NOTES DUE 2036
Certificate Number(s)	Principal Amount Tendered
If Old Notes will be tendered by book-entry transfer to The Depository Trust Company (“DTC”), provide account number (as applicable).

Account No.

The undersigned authorizes the Exchange Agent to deliver this Notice of Guaranteed Delivery to the Issuer and LaSalle Bank National Association, as Trustee, with respect to the Old Notes tendered pursuant to the Exchange Offer.

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

SIGN HERE

Signature(s) of Registered Holder(s) or Authorized Signatory

Name(s) of Registered Holder(s)

(Please Type or Print)

Address

Zip Code

Area code and Telephone Number

Dated:             , 2007

3

GUARANTEE

(Not to be Used for Signature Guarantees)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office in the United States or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees delivery to the Exchange Agent of certificates representing the Old Notes tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC, with a properly completed and duly executed Agent’s Message (as defined in the Letter of Transmittal) or Letter of Transmittal, as the case may be, with any required signature guarantees and any other documents required by the Letter of Transmittal, within three Business Days after the Expiration Date.

Name of Firm	Title
Authorized Signature	Name (Please Type or Print)
Address	Dated:             , 2007
Area Code and Telephone Number

NOTE: DO NOT SEND CERTIFICATES REPRESENTING OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES MUST BE SENT WITH YOUR LETTER OF TRANSMITTAL.

4

EX-99.3

Exhibit 99.3

OWENS CORNING

OFFER TO EXCHANGE

ALL OUTSTANDING 6.50% SENIOR NOTES DUE 2016

for

6.50% SENIOR NOTES DUE 2016 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT

OF 1933, AS AMENDED

AND

ALL OUTSTANDING 7.00% SENIOR NOTES DUE 2036

for

7.00% SENIOR NOTES DUE 2036 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT

OF 1933, AS AMENDED

(Principal Amount $1,000 per Note)

[            ], 2007

To Our Clients:

Enclosed for your consideration is a prospectus, dated             , 2007 (as amended or supplemented from time to time, the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of Owens Corning (the “Issuer”) to exchange, upon the terms and subject to the conditions described in the Prospectus, up to $650,000,000 aggregate principal amount of the Issuer’s 6.50% Senior Notes due 2016 (the “New 6.50% Notes”), which are to be offered in exchange for an equivalent principal amount of currently outstanding 6.50% Senior Notes due 2016 (the “Old 6.50% Notes”) and $550,000,000 aggregate principal amount of the Issuer’s 7.00% Senior Notes due 2036 (the “New 7.00% Notes,” and together with the New 6.50% Notes, the “Exchange Notes”), which are to be offered in exchange for an equivalent principal amount of currently outstanding 7.00% Senior Notes due 2036 (the “Old 7.00% Notes,” and together with the Old 6.50% Notes, the “Old Notes”). The Exchange Offer is being made in order to satisfy certain obligations of the Issuer contained in the Registration Rights Agreement, dated as of October 31, 2006, by and among the Issuer and the initial purchasers named therein with respect to the Old 6.50% Notes and the Old 7.00% Notes.

This material is being forwarded to you as the beneficial owner of the Old Notes carried by us in your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at             , New York City time, on             , 2007, unless extended by the Issuer (the “Expiration Date”). Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before             , New York City time, on the Expiration Date.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered. Your attention is directed to the following:

1. The Exchange Offer is for any and all Old Notes.

2. The Exchange Offer expires at             , New York City time, on the Expiration Date, unless extended by the Issuer.

Please read the Prospectus

If you wish to tender your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes.

If we do not receive written instructions in accordance with the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Old Notes in your account. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Old Notes held by us for your account.

Please carefully review the enclosed material as you consider the Exchange Offer.

INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Owens Corning with respect to its Old Notes.

This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

Please tender the Old Notes held by you for my account as indicated below:

The aggregate face amount of Old Notes held by you for the account of the undersigned is (fill in amount):

$              of 6.50% Senior Notes Due 2016

$              of 7.00% Notes Due 2036

2

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨ To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered (if any)):

$              of 6.50% Senior Notes Due 2016

$              of 7.00% Notes Due 2036

¨ NOT to TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owners, including but not limited to the representations, that:

• the undersigned is not an affiliate of the Issuer or if the undersigned is an affiliate, the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• the Exchange Notes will be acquired in the ordinary course of its business;

• at the time of the Exchange Offer, the undersigned has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Old Notes or the Exchange Notes; and

• if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus (or to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such Exchange Notes.

Sign Here

Name of beneficial owner(s) (please print):

Signature(s):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

3

EX-99.4

Exhibit 99.4

OWENS CORNING

OFFER TO EXCHANGE

ALL OUTSTANDING 6.50% SENIOR NOTES DUE 2016

for

6.50% SENIOR NOTES DUE 2016 WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED

AND

ALL OUTSTANDING 7.00% SENIOR NOTES DUE 2036

for

7.00% SENIOR NOTES DUE 2036 WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(Principal Amount $1,000 per Note)

                    , 2007

To Brokers, Dealers, Commercial

Banks, Trust Companies and

Other Nominees:

Owens Corning (the “Issuer”) is offering to exchange, upon and subject to the terms and conditions set forth in the prospectus, dated                     , 2007 (as amended or supplemented, the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), up to $650,000,000 aggregate principal amount of the Issuer’s 6.50% Senior Notes due 2016 (the “New 6.50% Notes”), which are to be offered in exchange for an equivalent principal amount of currently outstanding 6.50% Senior Notes due 2016 (the “Old 6.50% Notes”) and $550,000,000 aggregate principal amount of the Issuer’s 7.00% Senior Notes due 2036 (the “New 7.00% Notes,” and together with the New 6.50% Notes, the “Exchange Notes”), which are to be offered in exchange for an equivalent principal amount of currently outstanding 7.00% Senior Notes due 2036 (the “Old 7.00% Notes,” and together with the Old 6.50% Notes, the “Old Notes”). The Exchange Offer is being made in order to satisfy certain obligations of the Issuer contained in the Registration Rights Agreement, dated as of October 31, 2006, by and among the Issuer and the initial purchasers named therein with respect to the Old 6.50% Notes and the Old 7.00% Notes.

We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

1. Prospectus, dated                     , 2007;

2. The Letter of Transmittal for your use and for the information of your clients;

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date (as defined below), or if the procedure for book-entry transfer cannot be completed on a timely basis;

4. A form of letter which may be sent to your clients (“Letter to Clients”) for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and

5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Your prompt action is requested. The Exchange Offer will expire at             , New York City time, on                     , 2007, unless extended by the Issuer (“the Expiration Date”). The Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before             , New York City time, on the Expiration Date.

Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Issuer that:

• that such holder is not an affiliate of the Issuer or if such holder is an affiliate, such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• the Exchange Notes will be acquired in the ordinary course of its business;

• at the time of the Exchange Offer, such holder has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Old Notes or the Exchange Notes; and

• if such holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus (or to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such Exchange Notes.

The enclosed Letter to Clients contains an authorization by the holders of the Old Notes for you to make the foregoing representations.

The Issuer will not pay any fee or commission to any broker or dealer or to any other person (other than the Exchange Agent for the Exchange Offer). The Issuer will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer, on the transfer of Old Notes to it, except as otherwise provided in instruction 5 of the enclosed Letter of Transmittal. The Issuer may reimburse brokers, dealers, commercial banks, trust companies and other nominees for their reasonable out-of-pocket expenses incurred in forwarding copies of the Prospectus, Letter of Transmittal and related documents to the beneficial owners of the Old Notes and in handling or forwarding tenders for exchange.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or manually executed facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

If holders of Old Notes wish to tender, but they are not able to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials should be directed to the Exchange Agent for the Old Notes, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

Owens Corning

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Nothing herein or in the enclosed documents shall constitute you or any other person as an agent of the Issuer or the Exchange Agent, or authorize you or any other person to use any document or make any statements on behalf of either of them with respect to the Exchange Offer, except for statements expressly made in the Prospectus or the Letter of Transmittal.

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