0001362310-09-000293 Sample Contracts

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 7, 2009, among USG CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and GOLDMAN SACHS CREDIT PARTNERS, L.P., as Syndication Agent...
Credit Agreement • January 12th, 2009 • Usg Corp • Concrete, gypsum & plaster products • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 7, 2009 (this “Agreement”), among USG CORPORATION, a Delaware corporation, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and GOLDMAN SACHS CREDIT PARTNERS, L.P., as Syndication Agent.

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PLEDGE AND SECURITY AGREEMENT dated as of January 7, 2009 among USG CORPORATION, as Borrower, The Other Grantors Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Pledge and Security Agreement • January 12th, 2009 • Usg Corp • Concrete, gypsum & plaster products • New York

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 7, 2009, among USG Corporation, a Delaware corporation (the “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 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.

GUARANTEE AGREEMENT dated as of January 7, 2009 among USG CORPORATION, THE SUBSIDIARIES OF USG CORPORATION IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Guarantee Agreement • January 12th, 2009 • Usg Corp • Concrete, gypsum & plaster products • New York

GUARANTEE AGREEMENT dated as of January 7, 2009 (this “Agreement”), among USG CORPORATION, a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Contract
Credit Agreement • January 12th, 2009 • Usg Corp • Concrete, gypsum & plaster products • New York

SECOND AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) dated as of January 7, 2009, among USG CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent under the Amended and Restated Credit Agreement dated as of July 31, 2007, among 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 (as amended by Amendment No. 1 thereto dated as of February 14, 2008, the “Existing Credit Agreement”).

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