exv10w1



 






Exhibit 10.1




EXECUTION COPY




HIGHLY CONFIDENTIAL




FOR SETTLEMENT PURPOSES ONLY;

Not admissible in any litigation or

other proceeding between the parties.




SETTLEMENT TERM SHEET





	A.	 	Preliminary Statement.






	 	1.	 	On June 25, 2001 (the “Petition Date”), USG Corporation (“USG”) and its debtor
subsidiaries (collectively, including USG, the “Debtors”; the term “Debtors” as used
herein includes the reorganized Debtors when applicable) commenced voluntary
reorganization cases (the “Reorganization Cases”) under title 11 of the United States
Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of
Delaware (the “Bankruptcy Court”).
	 
	 	2.	 	This Settlement Term Sheet (this “Term Sheet”) is being executed by and among
(a) the Debtors; (b) the Official Committee of Asbestos Personal Injury Claimaints
appointed in the Reorganization Cases (the “ACC”) and counsel for each member of the
ACC in its individual capacity and on behalf of such member (each an “ACC Member’s
Counsel” and, collectively, the “ACC Members’ Counsel”); and (c) Dean M. Trafelet, in
his capacity as the Legal Representative for Future Claimants in the Reorganization
Cases (the “FCR” and, collectively with the Debtors, the ACC and the ACC Members’
Counsel, the “Parties”).
	 
	 	3.	 	This Term Sheet sets forth the basic terms on which the Parties have agreed to
settle certain disputes relating to the Debtors’ alleged liability for asbestos-related
personal injury claims and demands, the treatment of such claims and demands in the
Reorganization Cases and certain related matters.
	 
	 	4.	 	Upon its execution (the “Execution Date”), this Term Sheet shall be binding
upon the Parties and each of their respective successors and assigns to the fullest
extent permitted by applicable law. The implementation of the settlement set forth in
this Term Sheet is subject to definitive documentation of the settlement terms, which
may be accomplished through the Debtors’ plan of reorganization incorporating the terms
of this Term Sheet (the “Plan”).






	B.	 	Funding of the Asbestos Personal Injury Trust.






	 	1.	 	On the effective date of the Plan (the “Effective Date”), the Debtors (a) will
pay $890 million in cash to the qualified settlement trust established by the Debtors
under the Plan, which trust shall satisfy the requirements of section 524(g) of the
Bankruptcy Code (the “Asbestos Personal Injury Trust”); and (b) issue a promissory note
in the principal amount of $10 million to the Asbestos Personal Injury Trust (the “Note”), the terms and provisions of which shall be reasonably
acceptable to the Debtors, the ACC, the ACC Members’ Counsel and the FCR.














 












	 	 	 	Each of
the Debtors shall be a co-obligor under the Note and each Debtor shall be jointly
and severally liable for the obligations thereunder.
	 
	 	2.	 	On the Effective Date, the Debtors will provide a contingent payment note in
the amount of $3.05 billion to the Asbestos Personal Injury Trust (the “Contingent
Payment Note”), the terms and provisions of which shall be reasonably acceptable to the
Debtors, the ACC, the ACC Members’ Counsel and the FCR and the payment of which shall
only be subject to the condition precedent (the “Condition Precedent”) that The
Fairness in Asbestos Injury Resolution Act of 2005 or any substantially similar
legislation creating a national trust or similar fund (collectively referred to herein
as the “Fair Act”) has not been enacted and made law on or before the date that is 10
days (excluding Sundays) after final adjournment sine die of the 109th
Congress of the United States (the “Trigger Date”); provided, however, that:






	 	a.	 	If the Fair Act is not enacted and made law on or before the
Trigger Date, the obligations under the Contingent Payment Note shall vest and
the Debtors shall satisfy the Contingent Payment Note as set forth in Section
B.5 below.
	 
	 	b.	 	If the Fair Act is enacted and made law on or before the
Trigger Date, and is not subject to a constitutional challenge to its validity
(a “Challenge Proceeding”) on or before 60 days after the Trigger Date, the
obligations under the Contingent Payment Note shall not vest and the Contingent
Payment Note shall be fully cancelled.
	 
	 	c.	 	If the Fair Act is enacted and made law on or before the
Trigger Date, but is subject to a Challenge Proceeding as of 60 days after the
Trigger Date, the obligations under the Contingent Payment Note shall not vest,
subject to the resolution of the Challenge Proceeding by a final,
non-appealable order (a “Final Order”) as follows:






	 	(i)	 	If the Challenge Proceeding is resolved by a
Final Order such that the Fair Act is unconstitutional in its entirety
or as applied to debtors in chapter 11 cases whose plans of
reorganization have not yet been confirmed and become substantially
consummated (i.e., debtors that are then similarly situated to the
Debtors as of February 1, 2006 (in a chapter 11 case with a plan of
reorganization that has not yet been confirmed)), so that such debtors
will not be subject to the Fair Act, then the obligations under the
Contingent Payment Note shall vest and the Debtors shall satisfy the
Contingent Payment Note, with the first payment of $1.9 billion being
due within 30 days after such Final Order and the second payment of
$1.15 billion being due within 180 days after such Final Order.




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	 	(ii)	 	If the Challenge Proceeding is resolved by a
Final Order in a manner other than as contemplated by the immediately
preceding clause (i), then the obligations under the Contingent Payment
Note shall not vest and the Contingent Payment Note shall be fully
cancelled.






	 	 	 	Each of the Debtors shall be a co-obligor under the Contingent Payment Note and each
Debtor shall be jointly and severally liable for the obligations thereunder.
	 
	 	3.	 	On the Effective Date, the Debtors will assign any of their respective rights
in and to insurance policies to the extent related to Asbestos Personal Injury Claims
to the Asbestos Personal Injury Trust on terms that are reasonably acceptable to the
Debtors, the ACC, the ACC Members’ Counsel and the FCR, which terms will, among other
things, enjoin entities other than the Asbestos Personal Injury Trust (and, to the
extent necessary, the Debtors) from pursuing or collecting under such insurance
policies to the extent related to Asbestos Personal Injury Claims.
	 
	 	4.	 	The Note will be issued by the Debtors and will be secured by 51 percent of the
voting stock of United States Gypsum Company. The Note shall be payable on December
31, 2006. The Note will bear annual interest at a fixed rate equivalent to the rate of
90-day LIBOR plus 40 basis points as at the Effective Date, which interest shall accrue
from the Effective Date until maturity.
	 
	 	5.	 	If the Condition Precedent is met, subject to Section B.2.c above, then $1.9
billion of the Contingent Payment Note will be payable within 30 days after the Trigger
Date, with the remaining $1.15 billion of the Contingent Payment Note payable within
180 days after the Trigger Date. The Contingent Payment Note will bear annual interest
at a fixed rate equivalent to the rate of 90-day LIBOR plus 40 basis points as at the
Trigger Date, which interest shall accrue from 30 days after the Trigger Date until the
Contingent Payment Note is paid in full. In addition, the Debtors will grant to the
Asbestos Personal Injury Trust a right to 51 percent of the voting stock of one of the
reorganized Debtors, exercisable upon the occurrence of certain specified
contingencies, to secure the payment of the first $1.9 billion of the Contingent
Payment Note, consistent with the Debtors’ need to obtain necessary financing.
	 
	 	6.	 	Until such time as the Contingent Payment Note is either paid in full or
cancelled, reorganized USG will not declare any dividend to the holders of its stock or
repurchase its stock in an amount that exceeds $150 million.
	 
	 	7.	 	Until such time as the Contingent Payment Note is either paid in full or
cancelled, the amount of the reorganized Debtors’ indebtedness that is senior to the
Contingent Payment Note (through any combination of the granting of security and/or
subordination) will be limited to:






	 	a.	 	an exit financing facility in an amount not to exceed $750
million;




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	 	b.	 	amounts necessary to fund any Plan distributions, after taking
into account available cash, including, without limitation, payments to the
Asbestos Personal Injury Trust (including payments on the Note and the
Contingent Payment Note), payments to unsecured creditors and payments to
asbestos property damage claimants;
	 
	 	c.	 	amounts necessary to fund the operations, capital expenditures
and working capital of the reorganized Debtors;
	 
	 	d.	 	other customary items such as leases, hedging, interest rate
protection, taxes and similar items;
	 
	 	e.	 	$125 million general basket; and
	 
	 	f.	 	any refinancing of the above.






	C.	 	Permanent Channeling Injunction and Release.






	 	1.	 	The Bankruptcy Court or the United States District Court for the District of
Delaware (the “District Court”) shall enter and, if applicable, affirm, in conjunction
with the entry of an order confirming the Plan (a “Confirmation Order”), an order,
pursuant to section 524(g) of the Bankruptcy Code (the “Permanent Channeling
Injunction”), permanently and forever staying, restraining and enjoining any entity
from taking any actions against any Protected Party (as such term is defined below) for
the purpose of, directly or indirectly, collecting, recovering or receiving payment of,
on or with respect to any Asbestos Personal Injury Claim (as such term is defined
below), all of which shall be channeled to the Asbestos Personal Injury Trust for
resolution as set forth in the Trust Agreement for the Asbestos Personal Injury Trust
(the “Trust Agreement”) and the related Asbestos Personal Injury Trust Distribution
Procedures (the “TDPs”), including, without limitation:






	 	a.	 	commencing, conducting or continuing in any manner, directly or
indirectly, any suit, action or other proceeding (including, without
limitation, a judicial, arbitral, administrative or other proceeding) in any
forum against any Protected Party or any property or interests in property of
any Protected Party;
	 
	 	b.	 	enforcing, levying, attaching (including, without limitation,
any prejudgment attachment), collecting or otherwise recovering by any means or
in any manner, whether directly or indirectly, any judgment, award, decree or
other order against any Protected Party or any property or interests in
property of any Protected Party;
	 
	 	c.	 	creating, perfecting or otherwise enforcing in any manner,
directly or indirectly, any Encumbrance against any Protected Party or any
property or interests in property of any Protected Party;




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	 	d.	 	setting off, seeking reimbursement of, contribution from or
subrogation against, or otherwise recouping in any manner, directly or
indirectly, any amount against any liability owed to any Protected Party or any
property or interests in property of any Protected Party; and
	 
	 	e.	 	proceeding in any manner in any place with regard to any matter
that is subject to resolution pursuant to the Asbestos Personal Injury Trust,
except in conformity and compliance therewith.






	 	2.	 	The Plan and the Permanent Channeling Injunction shall provide that the
Asbestos Personal Injury Trust shall protect, defend, indemnify and hold harmless, to
the fullest extent permitted by applicable law, each Protected Party from and against
any Asbestos Personal Injury Claim and any related damages.
	 
	 	3.	 	“Asbestos Personal Injury Claim” means any claim, remedy, liability or demand
now existing or hereafter arising against any Debtor, whether or not such claim,
remedy, liability or demand is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, whether or not the facts of or legal bases therefor are known or unknown,
under any theory of law, equity, admiralty or otherwise, for death, bodily injury,
sickness, disease, medical monitoring or other personal injuries (whether physical,
emotional or otherwise) to the extent allegedly arising out of or based on, directly or
indirectly, in whole or in part, the presence of or exposure to asbestos or
asbestos-containing products or things that were installed, engineered, designed,
manufactured, fabricated, constructed, sold, supplied, produced, specified, selected,
distributed, released, marketed, serviced, maintained, repaired, purchased, owned,
occupied, used, removed, replaced or disposed by any Debtor or an entity for whose
products or operations the Debtors allegedly have liability or for which any Debtor is
otherwise allegedly liable, including, without limitation, any claim, remedy, liability
or demand for compensatory damages (such as loss of consortium, wrongful death, medical
monitoring, survivorship, proximate, consequential, general and special damages) or
punitive damages, and any claim, remedy, liability or demand for reimbursement,
indemnification, subrogation or contribution (including, without limitation, any
indirect claim or demand), and any claim under any settlement entered into by or on
behalf of any Debtor prior to the petition date relating to an Asbestos Personal Injury
Claim. Neither any asbestos property damage claim nor a workers’ compensation claim
brought directly by a past or present employee of any Debtor under an applicable
workers’ compensation statute shall constitute an Asbestos Personal Injury Claim.
	 
	 	4.	 	"Protected Party” means any of the following parties:






	 	a.	 	any Debtor, reorganized Debtor or any affiliate of the
foregoing;




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	 	b.	 	any former or present director, officer or employee of any
Debtor, reorganized Debtor or any affiliate of the foregoing but only in their
capacity as such;
	 
	 	c.	 	any stockholder of any Debtor but only in their capacity as
such;
	 
	 	d.	 	any entity that, pursuant to the Plan or on or after the
Effective Date, becomes a direct or indirect transferee of, or successor to,
any assets of any Debtor, any reorganized Debtor or the Asbestos Personal
Injury Trust (but only to the extent that liability is asserted to exist by
reason of it becoming such a transferee or successor);
	 
	 	e.	 	any entity that, pursuant to the Plan or on or after the
Effective Date, makes a loan to any Debtor or reorganized Debtor or the
Asbestos Personal Injury Trust or to a successor to, or transferee of, any
assets of any Debtor, reorganized Debtor or the Asbestos Personal Injury Trust
(but only to the extent that liability is asserted to exist by reason of such
entity becoming such a lender or to the extent any pledge of assets made in
connection with such a loan is sought to be upset or impaired); or
	 
	 	f.	 	any entity to the extent he, she or it is alleged to be
directly or indirectly liable for the conduct of, claims against or demands on
any Debtor, reorganized Debtor or the Asbestos Personal Injury Trust to the
extent that such alleged liability arises by reason of one or more of the
following:






	 	(i)	 	such entity’s ownership of a financial interest
in any Debtor, reorganized Debtor, a past affiliate of any Debtor to
the extent such past affiliate is listed in the schedule to be annexed
to the Plan, which schedule shall be reasonably acceptable to the
Debtors, the ACC, the ACC Members’ Counsel and the FCR (the “Plan
Schedule”) (such past affiliate being referred to herein as a “Past
Affiliate”), a present affiliate of any Debtor or reorganized Debtor or
a predecessor in interest of any Debtor or reorganized Debtor to the
extent such predecessor in interest is listed in the Plan Schedule
(such predecessor in interest being referred to herein as a
“Predecessor in Interest”);
	 
	 	(ii)	 	such entity’s involvement in the management of
any Debtor, any reorganized Debtor or any Predecessor in Interest;
	 
	 	(iii)	 	such entity’s service as an officer, director
or employee of any Debtor, any reorganized Debtor, any Past Affiliate,
any present affiliate of any Debtor or reorganized Debtor, any
Predecessor in Interest or any entity that owns or at any time has
owned a financial interest in any Debtor, any reorganized Debtor, any
Past Affiliate, any present affiliate of any Debtor or any reorganized
Debtor or any Predecessor in Interest; or




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	 	(iv)	 	such entity’s involvement in a transaction
changing the corporate structure, or in a loan or other financial
transaction affecting the financial condition, of any Debtor, any
reorganized Debtor or any Past Affiliate, any present affiliate of any
Debtor or any reorganized Debtor, any Predecessor in Interest or any
entity that owns or at any time has owned a financial interest in any
Debtor, any reorganized Debtor, any Past Affiliate, any present
affiliate of any Debtor or any reorganized Debtor or any Predecessor in
Interest.






	 	5.	 	The settlement set forth in this Term Sheet represents a full and complete
settlement of any and all alleged liabilities of the Debtors and any of the Debtors’
affiliates relating to or involving A.P. Green Industries, Inc., A.P. Green
Refractories Co. or any of their affiliates or predecessors to the extent such
predecessors are listed in the Plan Schedule (collectively, “A.P. Green”).






	D.	 	Certain Matters Relating to the Plan.






	 	1.	 	The Plan will propose to pay allowed general unsecured claims in full, with
postpetition interest, or to reinstate such claims.
	 
	 	2.	 	With respect to the claims represented by the Official Committee of Asbestos
Property Damage Claimants (the “Property Damage Committee”), the Debtors will attempt
to resolve such claims on separate terms prior to the Effective Date and, to the extent
not resolved, will pass such claims through the Reorganization Cases or otherwise
resolve such claims post-Effective Date.
	 
	 	3.	 	The Plan will contain, among other things, conditions to the Confirmation Order
and the Effective Date that the Debtors, in their sole discretion, determine are
appropriate or necessary and that are reasonably acceptable to the ACC, the ACC
Members’ Counsel and the FCR.
	 
	 	4.	 	The Plan will contain such other provisions as the Debtors, in their sole
discretion, determine are appropriate or necessary, which provisions shall be
reasonably acceptable to the ACC, the ACC Members’ Counsel and the FCR. As set forth
in more detail below, the ACC, the ACC Members’ Counsel and the FCR shall cooperate
fully with the Debtors and shall take all reasonable actions requested by the Debtors
in connection with the Plan process in the Reorganization Cases. Notwithstanding the
foregoing, the ACC, the ACC Members’ Counsel and the FCR shall draft the Trust
Agreement and the related TDPs and select the trustee(s) for the Asbestos Personal
Injury Trust, all of which shall be (a) delivered to the Debtors for review in time for
filing with a disclosure statement on February 15, 2006; (b) reasonably acceptable to
the Debtors and to each of the ACC, the ACC Members’ Counsel and the FCR in all
respects; (c) consistent with all provisions of the Bankruptcy Code, including, without
limitation, section 1129 of the Bankruptcy Code; and (d) incorporated into, or attached
as exhibits to, the Plan. The TDPs shall provide for the execution of a




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release of the Asbestos Personal Injury Trust, the Debtors and the Debtors’ estates,
reasonably acceptable in form and substance to the Debtors, by any claimant
receiving a distribution from the Asbestos Personal Injury Trust. In connection
with the Trust Agreement, to the extent that the ACC and the FCR agree on trustees
and require the service of such trustees in advance of confirmation of the Plan, the
Debtors agree to pay the reasonable compensation of such trustees prior to
confirmation, with such amounts to be reimbursed to the Debtors through a deduction
from the first payment due to the Asbestos Personal Injury Trust.




	E.	 	Representations, Agreements and Covenants of the ACC, the ACC Members’ Counsel and the
FCR.






	 	1.	 	From and after the Execution Date, to the fullest extent permitted by
applicable law, the ACC, the ACC Members’ Counsel and the FCR, each on behalf of itself
and on behalf of those claimants that it represents, agrees to: (a) support the Plan
(and the ACC shall provide the Debtors with a letter, endorsed by all members of the
ACC, recommending the Plan, which may be included in the Plan solicitation materials);
(b) not file any objection to the disclosure statement relating to the Plan or to
confirmation of the Plan; and (c) recommend that its respective constituencies or
clients vote in favor of the Plan and use its best efforts to cause such constituencies
or clients to so vote. In addition, the ACC, the ACC Members’ Counsel and the FCR
shall cooperate fully with the Debtors and shall take all reasonable actions requested
by the Debtors in connection with the Plan process in the Reorganization Cases,
including, without limitation, with respect to (a) the filing and confirmation of the
Plan; (b) the filing and approval of any request by the Debtors for financing or
related relief in connection with the Plan; (c) the filing and approval of any
pleadings, which may be the Plan, to approve the settlement set forth in this Term
Sheet; and (d) information needed for, and the timing of, the solicitation of votes to
accept or reject the Plan. Without limiting the foregoing, the ACC, the ACC Members’
Counsel and the FCR shall provide the Debtors with (a) the information necessary for
the solicitation process for the Plan described in Section E.2 below on a timely basis
as set forth herein and (b) the Trust Agreement, the TDPs and the related documents
that are to be attached as exhibits to the Plan on a timely basis as set forth herein.
	 
	 	2.	 	The ACC Members’ Counsel shall cooperate fully with the Debtors and use their
best efforts to provide the Debtors, on a timely basis, with all information relating
to Asbestos Personal Injury Claims (including, without limitation, all Asbestos
Personal Injury Claims asserted against the Debtors by, through or on account of A.P.
Green) that is necessary for, or appropriate in connection with, the solicitation
process for the Plan.
	 
	 	3.	 	The ACC, the ACC Members’ Counsel and the FCR each hereby represents that,
subject to the approval of the Bankruptcy Court or District Court, as applicable, it
has the requisite authority to enter into and perform under this Term Sheet.




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	F.	 	Representations, Agreements and Covenants of the Debtors.






	 	1.	 	USG represents that, subject to the approval of its Board of Directors and the
Bankruptcy Court or District Court, as applicable, it has the requisite authority to
enter into and perform under this Term Sheet.
	 
	 	2.	 	USG will use its best efforts to obtain the approval of its Board of Directors
of this Term Sheet on or before January 29, 2006.
	 
	 	3.	 	The Official Committee of Equity Holders appointed in the Reorganization Cases
(the “Equity Committee”) supports the settlement set forth in this Term Sheet. The
Equity Committee, the ACC, the ACC Members’ Counsel and the FCR each reserves all of
its respective rights with respect to all matters not specifically delineated in this
Term Sheet.
	 
	 	4.	 	USG will use its reasonable best efforts to have the Effective Date occur on or
before July 1, 2006.






	G.	 	Termination of the Term Sheet.






	 	1.	 	Unless otherwise agreed in writing by the Parties, this Term Sheet shall
terminate automatically upon the occurrence of any of the following:






	 	a.	 	USG’s Board of Directors does not approve the Term Sheet on or
before January 29, 2006.
	 
	 	b.	 	Any of the ACC, the ACC Members’ Counsel or the FCR has not
executed this Term Sheet on or before January 27, 2006.
	 
	 	c.	 	The Effective Date has not occurred on or before August 1,
2006.






	 	2.	 	This Term Sheet may be terminated at any time by the written agreement of the
Parties.
	 
	 	3.	 	No Party shall bear any liability for the termination of this Term Sheet in
accordance with Sections G.1 and G.2 above.






	H.	 	Miscellaneous.






	 	1.	 	Notwithstanding anything to the contrary herein, this Term Sheet shall not
affect or impair the Debtors’, the ACC’s or the FCR’s ability to perform their
respective fiduciary duties.
	 
	 	2.	 	Notwithstanding anything to the contrary herein, this Term Sheet shall not
affect or impair any matter concerning the corporate governance of the Debtors or the
reorganized Debtors.




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	 	3.	 	From and after the Execution Date, the Debtors, the ACC and the FCR will
jointly seek to obtain a stay of the estimation litigation currently pending before the
District Court with respect to asbestos personal injury claims asserted against the
Debtors until the termination of this Term Sheet; provided, however, that within 30
days after the termination of this Term Sheet, the claimants’ questionnaires in such
litigation shall be completed and delivered to the Debtors.
	 
	 	4.	 	The Parties shall treat all negotiations regarding this Term Sheet as
confidential. Without the prior written consent of USG, counsel to the ACC and counsel
to the FCR, neither the contents nor the existence of this Term Sheet shall be
disclosed by any Party, either orally or in writing, except to its directors, officers,
employees, legal counsel, financial advisors, accountants and clients on a confidential
basis, or when necessary to comply with court orders, or in an action to enforce the
terms and conditions of this Term Sheet itself. Notwithstanding the foregoing, the
Parties agree that this Term Sheet or the terms of this Term Sheet may be disclosed to
the Official Committee of Unsecured Creditors appointed in the Reorganization Cases,
the Property Damage Committee and the Equity Committee, subject to appropriate
confidentiality restrictions. In addition, USG may, in its sole discretion, disclose
this Term Sheet or the terms of this Term Sheet (a) to potential financing sources; (b)
as it determines is necessary to comply with its SEC disclosure obligations, including,
without limitation, the issuance of a press release and a Form 8-K filing upon full
execution of this Term Sheet; and (c) as it determines is necessary to obtain
Bankruptcy Court or District Court, as applicable, approval of the Term Sheet and the
Plan, as set forth herein, or to otherwise comply with its fiduciary duties. USG will
provide counsel to the ACC and counsel to the FCR an opportunity to review any press
release relating to this Term Sheet prior to its issuance.
	 
	 	5.	 	Neither this Term Sheet nor the settlement set forth herein constitutes, and
shall not be construed, interpreted or otherwise read to constitute any admission by
(a) any of the Debtors with respect to any alleged asbestos-related liabilities arising
out of, resulting from or attributable to the business or operations of the Debtors or
their respective predecessors or (b) the ACC, the ACC Members’ Counsel or the FCR
regarding the amount of any such alleged asbestos-related liabilities.
	 
	 	6.	 	This Term Sheet and the settlement set forth herein shall be governed by the
laws of Delaware.
	 
	 	7.	 	This Term Sheet may be executed by facsimile and in any number of counterparts,
each of which shall be deemed to be an original as against any Party whose signature
appears thereon, and all of which shall together constitute one and the same
instrument.








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AGREED TO AND ACCEPTED BY:




Dated: January 24, 2006




	 	 	 	 	 
	 	THE DEBTORS:

USG CORPORATION

 	 
	 	By:  	                                /s/ Stanley Ferguson
 	 
	 	 	Name:  	Stanley Ferguson 	 
	 	 	Title:  	Executive Vice
President and General
Counsel 	 
	 
	 	The ACC:

CAPLIN & DRYSDALE, CHTD., ON BEHALF OF AND	 
	 	IN
ITS CAPACITY AS COUNSEL TO THE ACC	 
	 	By:  	/s/ Elihu Inselbuch
 	 
	 	 	Name:  	Elihu Inselbuch 	 
	 	 	Title:  	 	 
	 
	 	KAZAN, MCCAIN, EDISES, SIMON & ABRAMS, IN ITS

INDIVIDUAL CAPACITY AND ON BEHALF OF MICHAEL
ABBOTT	 
	 	By:  	/s/ Steven Kazan
 	 
	 	 	Name:  	Steven Kazan 	 
	 	 	Title:  	Managing Partner 	 
	 
	 	GOLDBERG, PERSKY, JENNINGS & WHITE, P.C., IN

ITS INDIVIDUAL CAPACITY AND ON BEHALF OF BETTY
BISE	 
	 	By:  	/s/ Theodore Goldberg
 	 
	 	 	Name:  	Theodore Goldberg 	 
	 	 	Title:  	President 	 
	 
	 	EARLY, LUDWICK & SWEENEY, LLC, IN ITS

INDIVIDUAL CAPACITY AND ON BEHALF OF DONALD R.
BOYER	 
	 	By:  	/s/ James E. Early
 	 
	 	 	Name:  	James E. Early 	 
	 	 	Title:  	President 	 



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	 	LEVY PHILLIPS & KONIGSBERG, LLP, IN ITS

INDIVIDUAL CAPACITY AND ON BEHALF OF CHARLES

BRINCAT

 	 
	 	By:  	/s/ Robert I. Komitor
 	 
	 	 	Name:  	Robert I. Komitor 	 
	 	 	Title:  	Partner 	 
	 
	 	JAQUES ADMIRALTY LAW FIRM, IN ITS INDIVIDUAL

CAPACITY AND ON BEHALF OF JOSE LOUIS DELROSARIO

 	 
	 	By:  	/s/ Alan Kellman
 	 
	 	 	Name:  	Alan Kellman 	 
	 	 	Title:  	Partner 	 
	 
	 	WEITZ & LUXENBERG, P.C., IN ITS INDIVIDUAL

CAPACITY AND ON BEHALF OF NICHOLAS FERRANTE

 	 
	 	By:  	/s/ Perry Weitz
 	 
	 	 	Name:  	Perry Weitz 	 
	 	 	Title:  	 	 
	 
	 	LAW OFFICES OF SHEPARD A. HOFFMAN, IN ITS

INDIVIDUAL CAPACITY AND ON BEHALF OF ERICH

SPANGENBERG

 	 
	 	By:  	/s/ Shepard A. Hoffman
 	 
	 	 	Name:  	Shepard A. Hoffman 	 
	 	 	Title:  	Principal/Attorney 	 
	 
	 	SILBER PEARLMAN, LLP IN ITS INDIVIDUAL CAPACITY

AND ON BEHALF OF VIRGIE LEE TOLIVER

 	 
	 	By:  	Steven T. Baron
 	 
	 	 	Name:  	Steven T. Baron 	 
	 	 	Title:  	Partner 	 
	 
	 	BARON & BUDD, P.C., IN ITS INDIVIDUAL CAPACITY

AND ON BEHALF OF GERALD FREDERICK VOGT

 	 
	 	By:  	/s/ Russell Budd
 	 
	 	 	Name:  	Russell Budd 	 
	 	 	Title:  	 	 



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	 	JACOBS & CRUMPLAR, P.A., IN ITS INDIVIDUAL

CAPACITY AND ON BEHALF OF EDWARD WALLEY	 
	 	By:  	/s/ Robert Jacobs & Thomas Crumplar
 	 
	 	 	Name:  	Robert Jacobs, Esq. & Thomas Crumplar, Esq. 	 
	 	 	Title:  	Attorneys 	 
	 
	 	COONEY & CONWAY, IN ITS
INDIVIDUAL

 CAPACITY AND
ON BEHALF OF JUDITH WILLIAMS
	 
	 	By:  	/s/ John Cooney
 	 
	 	 	Name:  	John Cooney 	 
	 	 	Title:  	Partner 	 
	 
	 	THE FCR:

DEAN M. TRAFELET, IN HIS CAPACITY AS
 THE LEGAL
REPRESENTATIVE FOR FUTURE CLAIMANTS IN
 THE
REORGANIZATION CASES	 
	 	By:  	/s/ Dean M. Trafelet
 	 
	 	 	Name:  	 	 
	 	 	 	 
	 




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