USG CORPORATION RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • October 29th, 2010 • 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”, Restricted Stock Units (as defined in the Plan) (the “RSUs”) 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; and
USG CORPORATION PERFORMANCE BASED RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • October 29th, 2010 • 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; and
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 AgentPledge and Security Agreement • October 29th, 2010 • 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.
CGC INC. as Borrower - and - THE TORONTO-DOMINION BANK as Lender CREDIT AGREEMENT Dated as of June 30, 2009Credit Agreement • October 29th, 2010 • Usg Corp • Concrete, gypsum & plaster products • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:
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 AgentGuarantee Agreement • October 29th, 2010 • 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.
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 • October 29th, 2010 • 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.
ContractSecond Amendment and Restatement Agreement • October 29th, 2010 • 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 ”).
DATED 21 October 2008 GYPSUM TRANSPORTATION LIMITED (as borrower) - and - DVB BANK SE and others (as lenders) - and - DVB BANK SE (as agent and security trustee) US$90,000,000 SECURED LOAN FACILITY AGREEMENT STEPHENSON HARWOOD One St. Paul’s...Agreement • October 29th, 2010 • Usg Corp • Concrete, gypsum & plaster products
