Exhibit 4.2
CUSIP/CINS 690742 AC5
9.000% Senior Notes due
2019
Owens Corning
promises to pay to Cede &
Co., or registered assigns,
the principal sum of THREE HUNDRED
FIFTY MILLION DOLLARS on June 15, 2019.
Interest Payment Dates: June 15
and December 15
Record Dates: June 1 and
December 1
Dated: June 8, 2009
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Owens
Corning
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By:
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Name:
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Michael H.
Thaman
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Title:
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Chairman of the Board, President
and Chief Executive
Officer
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This is one of the Securities
referred to
in the within-mentioned Indenture:
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WELLS FARGO BANK, NATIONAL ASSOCIATION,
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as
Trustee
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By:
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Authorized
Signatory
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A-1
9.000% Senior Notes due 2019
THIS SECURITY IS A REGISTERED GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
Capitalized terms used herein have
the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.
(1) INTEREST . Owens Corning,
a Delaware corporation (the “ Company ”),
promises to pay interest on the principal amount of this Security
at 9.000% per annum from June 8, 2009 until maturity. The
Company will pay interest semiannually in arrears on June 15
and December 15 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an “
Interest Payment Date ”). Interest on the Securities
will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance;
provided that if there is no existing Default in the payment
of interest, and if this Security is authenticated between a record
date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the
first Interest Payment Date shall be December 15, 2009. The
Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is
1% per annum in excess of 9.000% to the extent lawful; it will
pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue instalments of interest
(without regard to any applicable grace periods) from time to time
on demand at a rate that is 1% per annum in excess of 9.000%
to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
(2) METHOD OF PAYMENT . The
Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities
at the close of business on the June 1 or December 1 next
preceding the Interest Payment Date, even if such Securities are
cancelled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.13 of the
Indenture with respect to defaulted interest. The Securities will
be payable as to principal, premium, if any, and interest at the
office or agency of the Company maintained for such purpose within
or without the City and State of New York, or, at the option of the
Company, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders;
provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and
interest and premium, if any, on, all Global Securities and all
other Securities the Holders of which will have provided wire
transfer instructions to the Company or the Paying Agent. Such
payment will be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts.
(3) PAYING AGENT AND
REGISTRAR . Initially, Wells Fargo Bank, National Association,
the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.
A-2
(4) INDENTURE . The Company
issued the Securities under an Indenture dated as of June 2,
2009 (as supplemented by the First Supplemental Indenture dated as
of June 8, 2009, the “ Indenture ”) among
the Company, the Subsidiary Guarantors and the Trustee. The terms
of the Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act
(the “ TIA ”). The Securities are subject to all
such terms, and Holders are referred to the Indenture and the TIA
for a statement of such terms. To the extent any provision of this
Security conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling.
The Securities are unsecured obligations of the Company. The
Indenture does not limit the aggregate principal amount of
Securities that may be issued thereunder.
(5) OPTIONAL REDEMPTION
.
(a) The Company may redeem all or a
part of the Securities at a redemption price equal to the greater
of (i) 100% of the principal amount of the Securities to be
redeemed and (ii) as determined by the Quotation Agent, the
sum of the present values of the remaining scheduled payments of
principal and interest on the Securities to be redeemed (excluding
any portion of such payments of interest accrued as of the date of
redemption), discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year, consisting of twelve 30-day months)
at the Treasury Rate plus 50 basis points, plus, in each case,
accrued and unpaid interest thereon to the date of
redemption.
(b) Unless the Company defaults in
payment of the redemption price, on and after the date of
redemption, interest will cease to accrue on the Securities or
portions thereof called for redemption.
(c) Any redemption pursuant to
Article 3 of the Indenture shall be made pursuant to the provisions
of Sections 3.01 through 3.05 of the Indenture.
(6) REPURCHASE AT THE OPTION OF
HOLDER . If there is a Change of Control Repurchase Event, the
Company will be required to make an offer (a “ Change of
Control Offer ”) to each Holder to repurchase all or any
part (equal to $2,000 or integral multiples of $1,000 in excess of
$2,000) of each Holder’s Securities at a purchase price in
cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest thereon to the date of repurchase,
subject to the rights of Holders on the relevant record date to
receive interest due on the relevant Interest Payment Date (the
“ Change of Control Payment ”). Within 30 days
following any Change of Control Repurchase Event, the Company will
mail a notice to each Holder setting forth the procedures governing
the Change of Control Offer as required by the
Indenture.
(7) NOTICE OF REDEMPTION .
Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder whose
Securities are to be redeemed at its registered address. Securities
in denominations larger than $2,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Securities
held by a Holder are to be redeemed.
(8) DENOMINATIONS, TRANSFER,
EXCHANGE . The Securities are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000
in excess of $2,000. The transfer of Securities may be registered
and Securities may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by
law or permitted by the Indenture. The Company need not exchange or
register the transfer of any Security or portion of a Security
selected for redemption, except for the unredeemed portion of any
Security being redeemed in part. Also, the Company need not
exchange or register the transfer of any Securities for a period of
15 days before a selection of Securities to be redeemed or during
the period between a record date and the corresponding Interest
Payment Date.
(9) PERSONS DEEMED OWNERS .
The registered Holder of a Security may be treated as its owner for
all purposes.
(10) AMENDMENT, SUPPLEMENT AND
WAIVER . Subject to certain exceptions, the Indenture or the
Securities or the Note Guarantees may be amended or supplemented
with the consent of the Holders of not less than a majority in
principal amount of the Securities affected by such modification,
to add, change or eliminate any provision of, or to modify the
rights of such Holders.
A-3
Without the consent of any Holder of
a Security, the Indenture or the Securities or Note Guarantees may
be amended or supplemented to cure any mistakes or defects; to add
or change any of the provisions of the Indenture relating to the
issuance or exchange of the Securities in registered form, but only
if such action does not adversely affect the interests of the
Holders of the Securities in any material respect; to effect the
assumption of the Company’s or a Subsidiary Guarantor’s
obligations to Holders of the Securities and Note Guarantees by a
successor Person; to impose additional covenants and events of
default or to add Note Guarantees of other Persons for the benefit
of the Holders; to change or eliminate any of the provisions of the
Indenture, but only if the change or elimination becomes effective
when there are no outstanding Securities, which are entitled to the
benefit of such provision and as to which such modification would
apply; to secure the Securities; to comply with the requirements of
the SEC in order to effect or maintain the qualification of the
Indenture under the TIA; to conform the text of the Indenture, the
Securities or the Note Guarantees to any provision of the
“Description of the Notes” section of the
Company’s Prospectus Supplement dated as of June 3,
2009, relating to the initial offering of the Securities, to the
extent that such provision in that “Description of the
Notes” was intended to be a verbatim recitation of a
provision of the Indenture, the Note Guarantees or the Securities;
to supplement any of the provisions of the Indenture to permit or
facilitate the defeasance and discharge of the Securities, but only
if such action does not adversely affect the interests of the
Holders of the Securities or related coupons in any material
respect; to evidence and provide for the acceptance of appointment
by a successor Trustee and to add to or change any of the
provisions of the Indenture to facilitate the administration of the
trusts by more than one Trustee or to allow any Subsidiary
Guarantor to execute a supplemental indenture to the Indenture
and/or a Note Guarantee with respect to the Securities.
(11) DEFAULTS AND REMEDIES .
Events of Default include: (i) default for 30 days in the
payment when due of interest on the Securities; (ii) default
in the payment when due of the principal of, or premium, if any,
on, the Securities when the same becomes due and payable at
maturity, upon redemption (including in connection with an offer to
purchase) or otherwise, (iii) failure by the Company or any of
its Subsidiaries for 60 days after notice to the Company by the
Trustee or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding voting as a single class
to comply with any of the other agreements in the Indenture or the
Securities; (iv) default under certain other agreements
relating to Indebtedness of the Company which default results in
the acceleration of such Indebtedness prior to its express
maturity; (v) certain events of bankruptcy or insolvency with
respect to the Company or any of its Subsidiaries that is a
Significant Subsidiary or any group of Subsidiaries that, taken
together, would constitute a Significant Subsidiary; and
(vi) except as permitted by the Indenture, any Note Guarantee
is held in any judicial proceeding to be unenforceable or invalid
or ceases for any reason to be in full force and effect or any
Subs