Exhibit 4.3
JOINDER AGREEMENT
JOINDER dated as of April 24,
2008, to the Intercompany Subordination Agreement (as defined
below) among the undersigned and Citibank N.A., as Administrative
Agent under the Credit Agreement (as defined below) (as may be
amended, restated, supplemented and/or otherwise modified from time
to time, this “ Joinder ”).
A. Reference is made to (a) the
Credit Agreement dated as of October 31, 2006 (as the same may
be amended, restated, supplemented and/or otherwise modified from
time to time, the “ Credit Agreement ”), among
Owens Corning, the lenders from time to time party thereto and the
Administrative Agent and (b) the Intercompany Subordination
Agreement dated as of October 31, 2006 (as amended, restated,
supplemented and/or otherwise modified from time to time, the
“ Intercompany Subordination Agreement ”) among
Owens Corning, the Subsidiaries from time to time party thereto, as
Parties, and Citibank, N.A., as Administrative Agent.
B. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement and the Intercompany
Subordination Agreement.
C. As an inducement to the further
extensions of credit under the Credit Agreement, the U.S. Borrower
has agreed to cause the undersigned Subsidiary of the U.S. Borrower
(the “ Additional Party ”) to become a party to
the Intercompany Subordination Agreement.
Accordingly, the Additional Party
agrees as follows:
SECTION 1. In accordance with
Section 7 of the Intercompany Subordination Agreement, the
Additional Party by its signature below shall be included as a
Party under the Intercompany Subordination Agreement with the same
force and effect as if originally named therein as a Party and
agrees to comply in all respects with all the terms and provisions
of the Intercompany Subordination Agreement. Each reference to
“Party” in the Intercompany Subordination Agreement
shall be deemed to include the Additional Party.
SECTION 2. The Add
