0000950137-08-002386 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 15th, 2008 • Usg Corp • Concrete, gypsum & plaster products • Delaware

This Indemnification Agreement (“Agreement”) is made as of , ___by and between USG Corporation, a Delaware corporation, and (“Indemnitee”).

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Contract
Credit Agreement • February 15th, 2008 • Usg Corp • Concrete, gypsum & plaster products • New York

AMENDMENT No. 1 (this “Amendment”) dated as of February 14, 2008, to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among USG CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent.

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