USG CORPORATION PERFORMANCE SHARES AGREEMENTPerformance Shares Agreement • February 12th, 2015 • Usg Corp • Concrete, gypsum & plaster products • Delaware
WHEREAS, the Board of Directors of the Company (the “Board”) has granted to the Grantee, as set forth in the Award Summary on the Morgan Stanley Wealth Management website on the “Date of Grant”, the number of Performance Shares (as defined in the Plan) pursuant to the Company’s Long-Term Incentive Plan, as amended (the “Plan”), subject to the terms and conditions of the Plan and the terms and conditions hereinafter set forth;
USG CORPORATION MARKET SHARE UNITS AGREEMENTMarket Share Units Agreement • February 12th, 2015 • Usg Corp • Concrete, gypsum & plaster products • Delaware
WHEREAS, the Board of Directors of the Company (the “Board”) has granted to the Grantee, as set forth in the Award Summary on the Morgan Stanley Wealth Management website on the “Date of Grant”, a targeted number of Market Share Units pursuant to the Company’s Long-Term Incentive Plan, as amended (the “Plan”), subject to the terms and conditions of the Plan and the terms and conditions hereinafter set forth;
CANADIAN PLEDGE AND SECURITY AGREEMENTdated as of October 22, 2014 amongCGC INC.,as Canadian Borrower, The Other Grantors Party HeretoandJPMORGAN CHASE BANK, N.A.,as Administrative AgentPledge and Security Agreement • February 12th, 2015 • Usg Corp • Concrete, gypsum & plaster products • Ontario
THIS CANADIAN PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of October 22, 2014, among CGC Inc., a New Brunswick corporation (the “Canadian Borrower”), each Subsidiary identified on Schedule I hereto and each other Subsidiary that becomes a party to this Agreement after the Restatement Effective Date pursuant to Section 8.14 hereof (each such Subsidiary and the Canadian Borrower, a “Grantor” and, collectively, the “Grantors”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 22, 2014, among USG CORPORATION, as U.S. Borrower, CGC INC., as Canadian Borrower, The Lenders and Issuing Banks Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,...Credit Agreement • February 12th, 2015 • Usg Corp • Concrete, gypsum & plaster products • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 22, 2014 (this “Agreement”), among USG CORPORATION, a Delaware corporation, CGC INC., a New Brunswick corporation, the LENDERS and ISSUING BANKS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent, and BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents.
dated as of January 7, 2009, among USG CORPORATION, as U.S. Borrower, The Other U.S. Grantors Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentPledge and Security Agreement • February 12th, 2015 • Usg Corp • Concrete, gypsum & plaster products • New York
THIS U.S. PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 7, 2009, among USG Corporation, a Delaware corporation (the “U.S. Borrower”), each Domestic Subsidiary identified on Schedule I hereto and each other Domestic Subsidiary that becomes a party to this Agreement after the Restatement Effective Date pursuant to Section 8.14 hereof (each such Subsidiary and the U.S. Borrower, a “U.S. Grantor” and, collectively, the “U.S. Grantors”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.
ContractFourth Amendment and Restatement Agreement • February 12th, 2015 • Usg Corp • Concrete, gypsum & plaster products • New York
FOURTH AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) dated as of October 22, 2014, among USG CORPORATION, a Delaware corporation (the “U.S. Borrower”), CGC INC., a New Brunswick corporation (the “Canadian Borrower”), the other LOAN PARTIES party hereto, the LENDERS and ISSUING BANKS party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent under the Third Amended and Restated Credit Agreement dated as of December 21, 2010, among the U.S. Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and Bank of America, N.A. and Wells Fargo Bank, National Association, as co-syndication agents (as amended by Amendment No. 1 dated as of April 17, 2014, and as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian administrative agent (the “Canadian Agent”).
AMENDED AND RESTATED GUARANTEE AGREEMENT dated as of October 22, 2014, among USG CORPORATION, CGC Inc.,Guarantee Agreement • February 12th, 2015 • Usg Corp • Concrete, gypsum & plaster products • New York
AMENDED AND RESTATED GUARANTEE AGREEMENT dated as of October 22, 2014 (this “Agreement”), among USG CORPORATION, a Delaware corporation (the “U.S. Borrower”), CGC INC., a New Brunswick corporation (the “Canadian Borrower”; the U.S. Borrower and the Canadian Borrower, collectively, the “Borrowers”, and each, individually, a “Borrower”), each Subsidiary of the U.S. Borrower from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
