USG CORPORATION AMENDED AND RESTATED PERFORMANCE BASED RESTRICTED STOCK UNITS AGREEMENTPerformance Based Restricted Stock Units Agreement • February 14th, 2012 • 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 Smith Barney website on the “Date of Grant”, performance based Restricted Stock Units (as defined in the Plan) (the “PBRSUs”) 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;
GUARANTY AGREEMENTGuaranty Agreement • February 14th, 2012 • Usg Corp • Concrete, gypsum & plaster products • New York
GUARANTY AGREEMENT (this “Guaranty Agreement”) dated as of December 12, 2011, among USG Interiors, LLC, a Delaware limited liability company (the “New Guarantor”), a subsidiary of USG Corporation (or its successor), a Delaware corporation (the “Company”), L & W Supply Corporation, a Delaware corporation (“L&W”), United States Gypsum Company, a Delaware corporation (“USGC”), USG Foreign Investments, Ltd., a Delaware corporation (“USGFI”), USG Interiors, Inc., a Delaware corporation (“USGI” and together with L&W, USGC and USGFI, the “Existing Guarantors”), and U.S. Bank National Association, as successor trustee under the supplemental indenture referred to below (the “Trustee”).
ContractGuarantee Agreement • February 14th, 2012 • Usg Corp • Concrete, gypsum & plaster products
SUPPLEMENT dated as of November 21, 2011 (this “Supplement”), to the Guarantee Agreement dated as of January 7, 2009 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among USG CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party thereto (together with the Borrower, the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
ContractPledge and Security Agreement • February 14th, 2012 • Usg Corp • Concrete, gypsum & plaster products
SUPPLEMENT dated as of November 21, 2011 (this “Supplement”), to the Pledge and Security Agreement dated as of January 7, 2009 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among USG Corporation, a Delaware corporation (the “Borrower”), the Subsidiaries of USG Corporation from time to time party thereto (each such Subsidiary and the 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.
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 14th, 2012 • Usg Corp • Concrete, gypsum & plaster products • Ontario
WHEREAS, Borrower and Lender entered into that certain Credit Agreement, dated as of June 30, 2009 (“Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
