0001362310-09-006369 Sample Contracts

Contract
Usg Corp • May 4th, 2009 • Concrete, gypsum & plaster products • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of February 11, 2009, by and among USG CORPORATION, a corporation duly organized and existing under the laws of State of Delaware and having its principal office at 550 West Adams Street, Chicago, Illinois 60661 (the “Company”), HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 452 Fifth Avenue, New York, New York 10018 (“Successor Trustee”) and WELLS FARGO BANK, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 230 W. Monroe Street, Suite 2900, Chicago, Illinois 60606 (“Resigning Trustee”).

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