exv4w1






Exhibit 4.1




EXECUTION COPY




USG CORPORATION




SUPPLEMENTAL INDENTURE NO. 3



8.375% Senior Notes due 2018



          THIS SUPPLEMENTAL INDENTURE NO. 3, dated as of November 9, 2010 (this “Supplemental
Indenture”), by and among USG CORPORATION, a Delaware corporation (the “Company”), each of UNITED
STATES GYPSUM COMPANY, L&W SUPPLY CORPORATION, USG FOREIGN INVESTMENTS, LTD. and USG INTERIORS,
INC., each a Delaware corporation (collectively, the “Guarantors”) and HSBC BANK USA, NATIONAL
ASSOCIATION, a national banking association, as trustee (the “Trustee”).




RECITALS OF THE COMPANY:




          WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of November 1, 2006 (the “Base Indenture”), as previously amended, supplemented and modified
(the “Indenture”), providing for the issuance from time to time of one or more Series of
Securities;




          WHEREAS, Article Eight of the Indenture provides for various matters with respect to any
Series of Securities issued under the Indenture to be established in an indenture supplemental to
the Indenture;




          WHEREAS, Section 8.1(e) of the Indenture provides that the Company and the Trustee may enter
into an indenture supplemental to the Indenture to establish the form or terms of Securities of any
Series as permitted by Sections 2.1 and 2.3 of the Indenture; and




          WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture,
when duly executed and delivered, a valid and binding agreement in accordance with its terms and
for the purposes herein expressed, have been performed and fulfilled.




          NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:




          For and in consideration of the premises and the issuance of the Series of Securities provided
for herein, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal
and proportionate benefit of the respective Holders of the Securities of such Series as follows:




ARTICLE ONE




RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION



          SECTION 1.01 Relation to Indenture. This Supplemental Indenture constitutes an
integral part of the Indenture. The changes, modifications and supplements to the Base Indenture
effected by this Supplemental Indenture shall be applicable only with respect to, and shall only




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govern the terms of, these Securities, and shall not apply to any other Series of Securities that
may be issued under the Indenture unless a supplemental indenture with respect to such other
Series of Securities specifically incorporates such changes, modifications and supplements. The
provisions of this Supplemental Indenture shall supersede any corresponding provisions in the Base
Indenture.




          SECTION 1.02 Definitions. For all purposes of this Supplemental Indenture, the
following terms shall have the respective meanings set forth in this Section.





          “Applicable Procedures” means, with respect to any transfer or transaction involving a
Temporary Regulation S Global Security or beneficial interest therein, the rules and
procedures of the Depositary for such a Temporary Regulation S Global Security, to the
extent applicable to such transaction and as in effect from time to time.




          “Capital Markets Indebtedness” means Funded Debt of the Company or any Subsidiary in
the form of, or represented by, bonds (other than surety bonds, indemnity bonds, performance
bonds or bonds of a similar nature) or other securities that are, or may be, quoted, listed
or purchased and sold on any stock exchange, automated trading system or over-the-counter or
other securities market (including, without prejudice to the generality of the foregoing,
the market for securities eligible for resale pursuant to Rule 144A). For purposes of
clarity, it is understood that indebtedness under bank indebtedness (including indebtedness
incurred pursuant to the USG Credit Agreement (and any amendment, supplement or replacement
thereof) and the Credit Agreement dated as of June 30, 2009 between CGC Inc. and The
Toronto-Dominion Bank) will not constitute Capital Markets Indebtedness.




          “Definitive Security” means a certificated Security bearing, if required, the
appropriate restricted securities legend set forth in Section 2.06(e).




          “Depositary” means The Depository Trust Company, its nominees and their respective
successors.




          “Distribution Compliance Period” means, with respect to any Securities, the period of
40 consecutive days beginning on and including the later of (i) the day on which such
Securities are first offered to Persons other than distributors (as defined in Regulation S)
in reliance on Regulation S and (ii) the issue date with respect to such Securities.




          “Domestic Subsidiary” means a Subsidiary organized under the laws of the United States,
any State thereof or the District of Columbia.




          “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any indebtedness of any Person and any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such indebtedness of such Person (whether
arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase
assets, goods, securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise); or (ii) entered into for the purpose of



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assuring in any other manner the obligee of such indebtedness of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part);





          provided, however, that the term “Guarantee” shall not include
endorsements for collection or deposit in the ordinary course of business. The term
“Guarantee” used as a verb has a corresponding meaning.




          “Guaranty Agreement” means a guaranty agreement, substantially in the form attached
hereto as Exhibit B, pursuant to which a future Subsidiary Guarantor guarantees the
Company’s obligations under this Supplemental Indenture and with respect to the Securities
on the terms provided for in Article Three of this Supplemental Indenture.




          “Initial Purchasers” means (1) with respect to the Securities issued on the Issue Date,
J.P. Morgan Securities LLC, as representative for the several initial purchasers named on
Schedule I to the Purchase Agreement and (2) with respect to each issuance of Additional
Securities, the Persons initially purchasing such Additional Securities from the Company
under the related Purchase Agreement.




          “Purchase Agreement” means (1) with respect to the Securities issued on the Issue Date,
the Purchase Agreement dated November 4, 2010 among the Company, the Guarantors and J.P.
Morgan Securities LLC, as representative for the several initial purchasers named on
Schedule I thereto and (2) with respect to each issuance of Additional Securities, the
purchase agreement or underwriting agreement among the Company, the Guarantors and the
Persons purchasing such Additional Securities.




          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.




          “Registrar” means any Person (which may include the Company) authorized by the Company
to register the transfer or exchange of Securities.




          “Rule 144A Securities” means all Securities offered and sold to QIBs in reliance on
Rule 144A.




          “Securities” means $350 million aggregate principal amount of 8.375% Senior Notes Due
2018 issued on the Issue Date and (2) Additional Securities, if any, issued in a transaction
exempt from the registration requirements of the Securities Act.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Securities Custodian” means the custodian with respect to a Global Security (as
appointed by the Depositary), or any successor Person thereto and shall initially be the
Trustee.




          “Subsidiary Guarantor” means each Guarantor and each other Subsidiary of the Company
that hereafter guarantees the Securities pursuant to the terms of this Supplemental
Indenture.



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          “Subsidiary Guaranty” means a Guarantee by a Subsidiary Guarantor of the Company’s
obligations under this Supplemental Indenture and with respect to the Securities pursuant to
Article Three of this Supplemental Indenture or contained in the Guaranty Agreement.




          “Transfer Restricted Securities” means Securities that bear or are required to bear the
legend relating to restrictions on transfer relating to the Securities Act set forth in
Section 2.06(e) hereto.




          “USG Credit Agreement” means the Second Amended and Restated Credit Agreement dated as
of January 7, 2009, among the Company, the Lenders party thereto, JPMorgan Chase Bank, N.A.,
as Administrative Agent and Goldman Sachs Credit Partners, L.P., as Syndication Agent.




SECTION 1.03 Other Definitions.



	 	 	 	 	 
	 	 	Defined in
	Term	 	Section:
	 
	 	 	 	 
	“Additional Securities”

	 	 	2.02	 
	“Agent Members”

	 	 	2.04	 
	“Global Securities”

	 	 	2.03	 
	“Guaranteed Obligations”

	 	 	3.01	 
	“Permanent Regulation S Global Security”

	 	 	2.03	 
	“Regulation S”

	 	 	2.03	 
	“Regulation S Global Security”

	 	 	2.03	 
	“Rule 144A”

	 	 	2.03	 
	“Rule 144A Global Security”

	 	 	2.03	 
	“Temporary Regulation S Global Security”

	 	 	2.03	 







SECTION 1.04 Rules of Construction. For all purposes of this Supplemental
Indenture:



          (a) capitalized terms used herein without definition shall have the meanings specified in the
Indenture;




          (b) all references herein to Articles and Sections, unless otherwise specified, refer to the
corresponding Articles and Sections of this Supplemental Indenture;




          (c) the terms “herein”, “hereof”, “hereunder” and other words of similar import refer to this
Supplemental Indenture; and




          (d) in the event of a conflict with the definition of terms in the Indenture, the definitions
in this Supplemental Indenture shall control.









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ARTICLE TWO




THE SECURITIES



          SECTION 2.01 Title of the Securities. There shall be a Series of Securities
designated the 8.375% Senior Notes due 2018 (the “Securities”).




          SECTION 2.02 Limitation on Aggregate Principal Amount. The Securities will be
initially issued in an aggregate principal amount of $350,000,000; provided that the Company may
from time to time, without giving notice to or seeking the consent of the Holders of the
Securities, issue securities having the same terms (other than the issue price, interest accrual
date and, in some cases, the first interest payment date) and any additional securities (the
“Additional Securities”) having such similar terms, together with the applicable Securities, will
constitute a single Series of Securities under the Indenture; provided, however, that no Additional
Securities shall be issued that are not fungible for U.S. Federal income tax purposes with any
other securities issued under the Indenture.




          SECTION 2.03 Form and Dating. The Securities will be offered and sold by the Company
pursuant to the Purchase Agreement. The Securities will be initially resold only to (i) QIBs in
reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S.
Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act
(“Regulation S”). Securities initially resold pursuant to Rule 144A shall be issued initially in
the form of one or more permanent global Securities in definitive, fully registered form
(collectively, the “Rule 144A Global Security”) and Securities initially resold pursuant to
Regulation S shall be issued initially in the form of one or more temporary global securities in
fully registered form (collectively, the “Temporary Regulation S Global Security”), in each case
without interest coupons and with the global securities legend and the applicable restricted
securities legend set forth in Exhibit A hereto, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Securities Custodian and registered in
the name of the Depositary or a nominee of the Depositary, duly executed by the Company and
authenticated by the Trustee as provided in the Indenture. Except as set forth in this Section
2.03, beneficial ownership interests in the Temporary Regulation S Global Security will not be
exchangeable for interests in the Rule 144A Global Security, a permanent global security (the
“Permanent Regulation S Global Security”, and together with the Temporary Regulation S Global
Security, the “Regulation S Global Security”) or any other Security prior to the expiration of the
Distribution Compliance Period and then, after the expiration of the Distribution Compliance
Period, may be exchanged for interests in a Rule 144A Global Security or the Permanent Regulation S
Global Security only upon certification in form reasonably satisfactory to the Trustee that
beneficial ownership interests in such Temporary Regulation S Global Security are owned either by
non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require
registration under the Securities Act.




          Beneficial interests in Temporary Regulation S Global Securities may be exchanged for
interests in Rule 144A Global Securities if (1) such exchange occurs in connection with a transfer
of Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the
Temporary Regulation S Global Security first delivers to the Trustee a written certificate (in a
form satisfactory to the Trustee) to the effect that the beneficial interest in the






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Temporary Regulation S Global Security is being transferred to a Person (a) who the transferor
reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a
transaction meeting the requirements of Rule 144A and (c) in accordance with all applicable
securities laws of the States of the United States and other jurisdictions.




          Beneficial interests in a Rule 144A Global Security may be transferred to a Person who takes
delivery in the form of an interest in a Regulation S Global Security, whether before or after the
expiration of the Distribution Compliance Period, only if the transferor first delivers to the
Trustee a written certificate (in the form set forth on the reverse side of the Security) to the
effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule
144 (if applicable).




          The Rule 144A Global Security, the Temporary Regulation S Global Security and the Permanent
Regulation S Global Security are collectively referred to herein as “Global Securities”. The
aggregate principal amount of the Global Securities may from time to time be increased or decreased
by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter
provided.




          SECTION 2.04 Book-Entry Provisions. This Section 2.04 shall apply only to a Global
Security deposited with or on behalf of the Depositary.




          The Company shall execute and the Trustee shall, in accordance with this Section 2.04,
authenticate and deliver initially one or more Global Securities that (a) shall be registered in
the name of the Depositary for such Global Security or Global Securities or the nominee of such
Depositary and (b) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary’s instructions or held by the Trustee as Securities Custodian.




          Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Supplemental Indenture with respect to any Global Security held on their behalf by the
Depositary or by the Trustee as Securities Custodian or under such Global Security, and the
Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the
Depositary as the absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices of such Depositary governing the exercise of the
rights of a holder of a beneficial interest in any Global Security.




          SECTION 2.05 Definitive Securities. Except as provided in this Section 2.05, Section
2.06 or Section 2.07, owners of beneficial interests in Global Securities shall not be entitled to
receive physical delivery of Definitive Securities.




          SECTION 2.06 Transfer and Exchange.




          (a) Transfer and Exchange of Definitive Securities. When Definitive Securities are
presented to the Registrar with a request:





          (x) to register the transfer of such Definitive Securities; or



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          (y) to exchange such Definitive Securities for an equal principal amount of Definitive
Securities of other authorized denominations,


the Registrar shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Definitive
Securities surrendered for transfer or exchange:





          (i) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, duly executed by the
Securityholder thereof or its attorney duly authorized in writing; and




          (ii) if such Definitive Securities are required to bear a restricted securities legend,
they are being transferred in accordance with Section 2.06(b) or pursuant to clause (A), (B)
or (C) below, and are accompanied by the following additional information and documents, as
applicable:




          (A) if such Definitive Securities are being delivered to the Registrar by a
Securityholder for registration in the name of such Holder, without transfer, a
certification from such Securityholder to that effect; or




          (B) if such Definitive Securities are being transferred to the Company, a
certification to that effect; or




          (C) if such Definitive Securities are being transferred (x) pursuant to an
exemption from registration in accordance with Rule 144A, Regulation S or Rule 144
under the Securities Act; or (y) in reliance upon another exemption from the
registration requirements of the Securities Act: (i) a certification to that effect
(in the form set forth on the reverse of the Security) and (ii) if the Company so
requests, an opinion of counsel or other evidence reasonably satisfactory to it as
to the compliance with the restrictions set forth in the legend set forth in Section
2.06(e)(i).



          (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a
Global Security. A Definitive Security may not be exchanged for a beneficial interest in a
Rule 144A Global Security or a Permanent Regulation S Global Security except upon satisfaction of
the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly
endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the
Trustee, together with:




          (i) certification, in the form set forth on the reverse of the Security, that such Definitive
Security is either (A) being transferred to a QIB in accordance with Rule 144A or (B) being
transferred after expiration of the Distribution Compliance Period by a Person who initially
purchased such Security in reliance on Regulation S to a buyer who elects to hold its interest in
such Security in the form of a beneficial interest in the Permanent Regulation S Global Security;
and




          (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian
to make, an adjustment on its books and records with respect to such Rule 144A






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Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S
Global Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in
the aggregate principal amount of the Securities represented by the Rule 144A Global Security or
Permanent Regulation S Global Security, as applicable, such instructions to contain information
regarding the Depositary account to be credited with such increase,



then the Trustee shall cancel such Definitive Security and cause, or direct the Securities
Custodian to cause, in accordance with the standing instructions and procedures existing between
the Depositary and the Securities Custodian, the aggregate principal amount of Securities
represented by the Rule 144A Global Security or Permanent Regulation S Global Security, as
applicable, to be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Security or Permanent Regulation S
Global Security, as applicable, equal to the principal amount of the Definitive Security so
canceled. If no Rule 144A Global Securities or Permanent Regulation S Global Securities, as
applicable, are then outstanding, the Company shall issue and the Trustee shall authenticate, upon
written order of the Company in the form of an Officer’s Certificate of the Company, a new Rule
144A Global Security or Permanent Regulation S Global Security, as applicable, in the appropriate
principal amount.




          (c) Transfer and Exchange of Global Securities.





          (i) The transfer and exchange of Global Securities or beneficial interests therein
shall be effected through the Depositary, in accordance with this Supplemental Indenture
(including applicable restrictions on transfer set forth herein, if any) and the procedures
of the Depositary therefor. A transferor of a beneficial interest in a Global Security
shall deliver to the Registrar a written order given in accordance with the Depositary’s
procedures containing information regarding the participant account of the Depositary to be
credited with a beneficial interest in the Global Security. The Registrar shall, in
accordance with such instructions instruct the Depositary to credit to the account of the
Person specified in such instructions a beneficial interest in the Global Security and to
debit the account of the Person making the transfer the beneficial interest in the Global
Security being transferred.




          (ii) If the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Registrar shall reflect on
its books and records the date and an increase in the principal amount of the Global
Security to which such interest is being transferred in an amount equal to the principal
amount of the interest to be so transferred, and the Registrar shall reflect on its books
and records the date and a corresponding decrease in the principal amount of the Global
Security from which such interest is being transferred.




          (iii) Notwithstanding any other provisions of this Supplemental Indenture (other than
the provisions set forth in Section 2.07), a Global Security may not be transferred as a
whole except by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the Depositary



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or any such nominee to a successor Depositary or a nominee of such successor
Depositary.



          (d) Restrictions on Transfer of Temporary Regulation S Global Securities. During the
Distribution Compliance Period, beneficial ownership interests in Temporary Regulation S Global
Securities may only be sold, pledged or transferred in accordance with the Applicable Procedures
and only (i) to the Company or (ii) in an offshore transaction in accordance with Regulation S
(other than a transaction resulting in an exchange for an interest in a Permanent Regulation S
Global Security), in each case in accordance with any applicable securities laws of any State of
the United States.




          (e) Legend.





          (i) Except as permitted by the following paragraph (ii), each Security certificate
evidencing the Global Securities (and all Securities issued in exchange therefor or in
substitution thereof), shall bear a legend in substantially the following form:




          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: SIX MONTHS] [IN THE CASE OF
REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR



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TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.




          Each Security evidencing a Global Security offered and sold to QIBs pursuant to Rule
144A shall, in addition to the foregoing, bear a legend in substantially the following form:




          EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY
BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.




          Each certificate evidencing a Security offered in reliance on Regulation S shall, in
addition to the foregoing, bear a legend in substantially the following form:




          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY
EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED
ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.




          Each Definitive Security shall also bear the following additional legend:




          IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE
TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.




          (ii) Upon any sale or transfer of a Transfer Restricted Security (including any
Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under
the Securities Act, the Registrar shall permit the transferee thereof to exchange such
Transfer Restricted Security for a Definitive Security that does not bear the legend set
forth above and rescind any restriction on the transfer of such Transfer Restricted
Security, if the transferor thereof certifies in writing to the Registrar that such sale or
transfer was made in reliance on Rule 144 (such certification to be in the form set forth on
the reverse of the Security).



          (f) Cancellation or Adjustment of Global Security. At such time as all beneficial
interests in a Global Security have either been exchanged for Definitive Securities, redeemed,
purchased or canceled, such Global Security shall be returned by the Depositary to the Trustee






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for cancellation or retained and cancelled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for Definitive
Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such
Global Security shall be reduced and an adjustment shall be made on the books and records of the
Trustee (if it is then the Securities Custodian for such Global Security) with respect to such
Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.




          (g) Obligations with Respect to Transfers and Exchanges of Securities.





          (i) To permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate, Definitive Securities and Global Securities at the
Registrar’s request.




          (ii) No service charge shall be made for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax, assessments
or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant
to Sections 8.5 or 12.3 of the Indenture).




          (iii) Prior to the due presentation for registration of transfer of any Security, the
Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in
whose name a Security is registered as the absolute owner of such Security for the purpose
of receiving payment of principal of and interest on such Security and for all other
purposes whatsoever, whether or not such Security is overdue, and none of the Company, the
Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.




          (iv) The Company shall not be required to make and the Registrar need not register
transfers or exchanges of Securities selected for redemption (except, in the case of
Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities
for a period of 15 days before the mailing of a notice of redemption of Securities to be
redeemed.




          (v) All Securities issued upon any transfer or exchange pursuant to the terms of this
Supplemental Indenture shall evidence the same Debt and shall be entitled to the same
benefits under this Supplemental Indenture as the Securities surrendered upon such transfer
or exchange.



          (h) No Obligation of the Trustee.





          (i) The Trustee shall have no responsibility or obligation to any beneficial owner of
a Global Security, a member of, or a participant in the Depositary or other Person with
respect to the accuracy of the records of the Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the Securities or
with respect to the delivery to any participant, member, beneficial owner or other Person
(other than the Depositary) of any notice (including any notice of redemption or repurchase)
or the payment of any amount, under or with respect to such Securities. All notices and
communications to be given to the Securityholders and all payments to be



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made to Securityholders under the Securities shall be given or made only to or upon the
order of the registered Securityholders (which shall be the Depositary or its nominee in the
case of a Global Security). The rights of beneficial owners in any Global Security shall be
exercised only through the Depositary subject to the applicable rules and procedures of the
Depositary. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its members, participants and any beneficial
owners.




          (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as
to compliance with any restrictions on transfer imposed under this Supplemental Indenture or
under applicable law with respect to any transfer of any interest in any Security (including
any transfers between or among Depositary participants, members or beneficial owners in any
Global Security) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by,
the terms of this Supplemental Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.




SECTION 2.07 Definitive Securities.



          (a) A Global Security deposited with the Depositary or with the Trustee as Securities
Custodian for the Depositary pursuant to Section 2.03 shall be transferred to the beneficial owners
thereof in the form of Definitive Securities in an aggregate principal amount equal to the
principal amount of such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.06 hereof and (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security and the Depositary fails to
appoint a successor depositary or if at any time such Depositary ceases to be a “clearing agency”
registered under the Exchange Act, in either case, and a successor depositary or clearing system is
not appointed by the Company within 90 days of such notice, (ii) an Event of Default has occurred
and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing
that it elects to cause the issuance of Definitive Securities under this Supplemental Indenture.




          (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to
this Section 2.07 shall be surrendered by the Depositary to the Trustee to be so transferred, in
whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver,
upon such transfer of each portion of such Global Security, an equal aggregate principal amount of
Definitive Securities of authorized denominations. Any portion of a Global Security transferred
pursuant to this Section 2.07 shall be executed, authenticated and delivered only in denominations
of $2,000 principal amount and any integral multiples of $1,000 in excess of $2,000 and registered
in such names as the Depositary shall direct. Any Definitive Security delivered in exchange for an
interest in the Transfer Restricted Security shall, except as otherwise provided by Section 2.06(e)
hereof, bear the applicable restricted securities legend and definitive securities legend set forth
in Exhibit A hereto.




          (c) Subject to the provisions of Section 2.07(b) hereof, the registered Securityholder of a
Global Security shall be entitled to grant proxies and otherwise authorize any Person, including






12









 







Agent Members and Persons that may hold interests through Agent Members, to take any action
which a Securityholder is entitled to take under this Supplemental Indenture or the Securities.




          (d) In the event of the occurrence of any one of the events specified in Section 2.07(a)
hereof, the Company shall promptly make available to the Trustee a reasonable supply of Definitive
Securities in definitive, fully registered form without interest coupons. In the event that such
Definitive Securities are not issued, the Company expressly acknowledges, with respect to the right
of any Securityholder to pursue a remedy pursuant to Section 5.7 of the Indenture, the right of any
beneficial owner of Securities to pursue such remedy with respect to the portion of the Global
Security that represents such beneficial owner’s Securities as if such Definitive Securities had
been issued.




          SECTION 2.08 Optional Redemption. (a) Except as set forth in this Section 2.08 and
subject to compliance with Article Twelve of the Indenture, the Company shall not be entitled to
redeem the Securities at its option.




          (b) The Company may redeem the Securities at its option, in whole or in part, at any time and
from time to time on or after October 15, 2014, at the following redemption prices (expressed in
percentages of principal amount on the redemption date), plus any accrued and unpaid interest to
the redemption date (subject to the rights of Holders on the relevant record date to receive
interest due on the relevant interest payment date), if redeemed during the 12-month period
commencing on October 15 of the years set forth below:




	 	 	 	 	 
	Period	 	Redemption Price
	2014

	 	 	104.188	%
	2015

	 	 	102.094	%
	2016 and thereafter

	 	 	100.000	%






          (c) The Company may redeem the Securities at its option, in whole or in part, at any time and
from time to time prior to October 15, 2014, at a redemption price equal to 100% of the principal
amount of the Securities plus the Applicable Premium (as defined in the Securities) as of, and any
accrued and unpaid interest to, the redemption date (subject to the rights of Holders on the
relevant record date to receive interest due on the relevant interest payment date).




ARTICLE THREE




          SECTION 3.01 Guaranties. Each Subsidiary Guarantor hereby unconditionally and
irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder
and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of
and interest on the Securities when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and
the Securities and (b) the full and punctual performance within applicable grace periods of all
other obligations of the Company under this Supplemental Indenture and the Securities (all the
foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary
Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in
part, without notice or further assent






13









 







from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this
Article Three notwithstanding any extension or renewal of any Guaranteed Obligation.




          Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the
Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment.
Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed
Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1)
the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any
right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under
this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension
or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the
release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or
any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy
against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section
3.06, any change in the ownership of such Subsidiary Guarantor.




          Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a
guarantee of payment, performance and compliance when due (and not a guarantee of collection) and
waives any right to require that any resort be had by any Securityholder or the Trustee to any
security held for payment of the Guaranteed Obligations.




          Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary
Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever
or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary
Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any
Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this
Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any
thereof, by any default, failure or delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other act or thing which
may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would
otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity.




          Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by
any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or
otherwise.




          In furtherance of the foregoing and not in limitation of any other right which any
Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed






14









 







Obligation when and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each
Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee,
forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal
to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest
on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other
monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee.




          Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders
and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be
accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary
Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii)
in the event of any declaration of acceleration of such Guaranteed Obligations as provided in
Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section.




          Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing
any rights under this Section 3.01.




          SECTION 3.02 Limitation on Liability. Any term or provision of this Supplemental
Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed
Obligations guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum amount
that, after giving effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and to any collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of its Guaranteed Obligations, can be hereby guaranteed without rendering this
Supplemental Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.




          SECTION 3.03 Successors and Assigns. Except as provided in Section 3.06 hereof, this
Article Three shall be binding upon each Subsidiary Guarantor and its successors and assigns and
shall inure to the benefit of the respective successors and assigns of the Trustee and the
Securityholders and, in the event of any transfer or assignment of rights by any Securityholder or
the Trustee, the rights and privileges conferred upon that party in this Supplemental Indenture and
in the Securities shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Supplemental Indenture.




          SECTION 3.04 No Waiver. Neither a failure nor a delay on the part of either the
Trustee or the Securityholders in exercising any right, power or privilege under this Article Three
shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any
other or further exercise of any right, power or privilege. The rights, remedies and benefits of
the Trustee and the Securityholders herein expressly specified are cumulative and not exclusive






15









 







of any other rights, remedies or benefits which either may have under this Article Three at
law, in equity, by statute or otherwise.




          SECTION 3.05 Modification. No modification, amendment or waiver of any provision of
this Article Three, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall
in any event be effective unless the same shall be in writing and signed by the Trustee, and then
such waiver or consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such
Subsidiary Guarantor to any other or further notice or demand in the same, similar or other
circumstances.




          SECTION 3.06 Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released
from its obligations under this Section 3.06 (other than any obligation that may have arisen under
Section 3.07) (a) upon the sale or disposition of (whether by merger, consolidation, the sale of
its capital stock or the sale of all or substantially all of its assets (other than by lease)) and
whether or not the Subsidiary Guarantor is the surviving entity in such transaction to a Person
that is not the Company or a Restricted Subsidiary; provided that all of the obligations of the
Subsidiary Guarantor, if any, under the USG Credit Agreement (or any successor facility) and
related documentation terminate upon consummation of such transaction or (b) following the
defeasance of the Securities in accordance with Section 10.1(b) of the Indenture to the extent that
the Obligations of the Company have been discharged thereby.



At the written request of the Company, the Trustee shall execute and deliver an appropriate
instrument evidencing such release.




          SECTION 3.07 Contribution. Each Subsidiary Guarantor that makes a payment under its
Subsidiary Guaranty shall be entitled, upon payment in full of all Guaranteed Obligations under
this Supplemental Indenture, to a contribution from each other Subsidiary Guarantor in an amount
equal to such other Subsidiary Guarantor’s pro rata portion of such payment based
on the respective net assets of all the Subsidiary Guarantors at the time of such payment
determined in accordance with generally accepted accounting principles of the United States of
America.




          SECTION 3.08 Merger or Consolidation of Subsidiary Guarantors. (a) Subject to
Sections 3.06 and 3.08(b) hereof, no Subsidiary Guarantor may consolidate or merge with or into
(whether or not such Subsidiary Guarantor is the surviving Person) another Person unless: (i) the
Person formed by or surviving any such consolidation or merger (if other than such Subsidiary
Guarantor) assumes all the obligations of such Subsidiary Guarantor under this Supplemental
Indenture, in form reasonably satisfactory to the Trustee and (ii) immediately after such
transaction, no Default or Event of Default exists.




          (b) The restrictions in Section 3.08(a) hereof shall not prohibit a consolidation or merger
between Subsidiary Guarantors or between the Company and a Subsidiary Guarantor.




          SECTION 3.09 Future Guarantors. The Company shall cause (i) each Domestic Subsidiary
that becomes one of the Company’s “significant subsidiaries” (as such term is defined in Regulation
S-X under the Securities Act) after the issue date of the Securities, to become a






16









 







Subsidiary Guarantor promptly following the time that it is determined to be a “significant
subsidiary” in accordance with the periodic and current reporting requirements under the Exchange
Act, as well as Regulation S-X under the Securities Act (it being understood that the determination
as to whether any Subsidiary is a “significant subsidiary” will be made at least annually in
connection with the preparation of the Company’s annual financial statements) and (ii) each
Domestic Subsidiary that incurs or guarantees any Capital Markets Indebtedness to become a
Subsidiary Guarantor promptly following such incurrence or guarantee, as the case may be, in the
case of each of (i) and (ii), by executing and delivering to the Trustee a Guaranty Agreement.




ARTICLE FOUR




EVENTS OF DEFAULT



          SECTION 4.01 Events of Default. Section 5.1 of the Indenture is hereby amended solely
with respect to the Securities by replacing clauses (a) through (f) in their entirety with the
following:




          “(a) default by the Company or any Subsidiary Guarantor in the payment of any installment of
interest upon the Securities as and when the same shall become due and payable, and continuance of
such default for a period of 30 days; or




          (b) default by the Company or any Subsidiary Guarantor in the payment of the principal of, or
any premium on, the Securities as and when the same shall become due and payable either at
maturity, upon redemption, by declaration or otherwise; or




          (c) failure on the part of the Company or any Subsidiary Guarantor to observe or perform any
other of the covenants or agreements on the part of the Company or any Subsidiary Guarantor in the
Indenture and the Supplemental Indenture, for a period of 60 days after the date on which written
notice specifying such failure and requiring the Company or any Subsidiary Guarantor, as
applicable, to remedy the same and stating that such notice is a “Notice of Default” hereunder
shall have been given by registered or certified mail to the Company by the Trustee, or to the
Company and the Trustee by the Holders of at least twenty-five percent in aggregate principal
amount at maturity of the Securities at the time outstanding; or




          (d) a default occurs under any debt of the Company or any Subsidiary Guarantor having an
outstanding principal amount in excess of $50,000,000 in the aggregate which, as a result thereof,
the holder(s) of such debt or a trustee or agent acting on their behalf have declared such debt to
be due prior to its stated maturity date, or the Company or any Subsidiary Guarantor, as
applicable, is required to repurchase or redeem such debt prior to its stated maturity and, in
either case, such debt has not been discharged in full or such acceleration or redemption has not
been rescinded or annulled within 30 days of the effectiveness thereof; or




          (e) the Company or any Subsidiary Guarantor shall make an assignment for the benefit of
creditors, or shall file a petition in bankruptcy; or the Company or any Subsidiary Guarantor shall
be adjudicated insolvent or bankrupt, or shall petition or shall apply to any court having
jurisdiction in the premises for the appointment of a receiver, trustee, liquidator or sequestrator
of, or for, the Company or any Subsidiary Guarantor, or any substantial portion of






17









 







the property of the Company or any Subsidiary Guarantor; or the Company or any Subsidiary Guarantor
shall commence any proceeding relating to the Company or such Subsidiary Guarantor or any
substantial portion of the property of the Company or such Subsidiary Guarantor under any
insolvency, reorganization, arrangement, or readjustment of debt, dissolution, winding-up,
adjustment, composition or liquidation law or statute of any jurisdiction, whether now or hereafter
in effect (hereinafter in this subsection (e) called “Proceeding”); or if there shall be commenced
against the Company or any Subsidiary Guarantor any Proceeding and an order approving the petition
shall be entered, or such Proceeding shall remain undischarged or unstayed for a period of 60 days;
or a receiver, trustee, liquidator or sequestrator of, or for, the Company or any Subsidiary
Guarantor or any substantial portion of the property of the Company or any Subsidiary Guarantor;
provided that a resolution or order for winding-up the Company or any Subsidiary Guarantor with a
view to its consolidation, amalgamation or merger with another company or the transfer of its
assets as a whole, or substantially as a whole, to such other company as provided in Section 9.1
shall not make the rights and remedies herein enforceable under this subsection (e) of Section 5.1
if such last-mentioned company shall, as a part of such consolidation, amalgamation, merger or
transfer, and within 60 days from the passing of the resolution or the date of the order, comply
with the conditions to that end stated in Section 9.1; or




          (f) except as permitted by this Supplemental Indenture, any Subsidiary Guaranty ceases to be
in full force and effect (other than in accordance with the terms of such Subsidiary Guaranty) or
any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty;”




ARTICLE FIVE




PERMITTED LIENS



          SECTION 5.01 Permitted Liens. The definition of “Permitted Liens” in the Indenture
is hereby amended solely with respect to the Securities as follows:




          (a) Clause (xi) is replaced in its entirety with the following:




          “(xi) Liens existing or arising securing indebtedness or any other obligations under the
Second Amended and Restated Credit Agreement dated as of January 7, 2009, among the Company, the
Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Goldman Sachs Credit
Partners, L.P., as Syndication Agent, or any renewals, amendments, increases, or extensions,
replacements or refinancings thereof intended to rank equal in priority to the foregoing;”




          (b) Clause (xvi) is replaced in its entirety with the following:




          “[RESERVED];”.










18









 








ARTICLE SIX




MISCELLANEOUS PROVISIONS



          SECTION 6.01 Ratification. The Indenture, as supplemented and amended by this
Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.




          SECTION 6.02 Counterparts. This Supplemental Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed an original, and all such
counterparts shall together constitute but one and the same instrument.




          SECTION 6.03 Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH SECURITY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE CHOICE OF LAW PRINCIPLES THEREOF.




[signature page follows]





19











 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 3 to
be duly executed as of the day and year first above written.



	 	 	 	 	 
	 	USG CORPORATION

 	 
	 	By:  	/s/ Richard H. Fleming
 	 
	 	 	Name:  	Richard H. Fleming 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 	 	 
	 	By:  	                   /s/ Karen L. Leets
 	 
	 	 	Name:  	Karen L. Leets 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	L&W SUPPLY CORPORATION

 	 
	 	By:  	/s/ Karen L. Leets
 	 
	 	 	Name:  	Karen L. Leets 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	UNITED STATES GYPSUM COMPANY

 	 
	 	By:  	/s/ Karen L. Leets
 	 
	 	 	Name:  	Karen L. Leets 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	USG FOREIGN INVESTMENTS, LTD.

 	 
	 	By:  	/s/ Karen L. Leets
 	 
	 	 	Name:  	Karen L. Leets 	 
	 	 	Title:  	Vice President and Treasurer 	 



20









 






	 	 	 	 	 



	 	 	 	 	 
	 	USG INTERIORS, INC.

 	 
	 	By:  	/s/ Karen L. Leets
 	 
	 	 	Name:  	Karen L. Leets 	 
	 	 	Title:  	Vice President and Treasurer 	 



21









 






	 	 	 	 	 



	 	 	 	 	 
	 	HSBC BANK USA,

NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Vivian Ly
 	 
	 	 	Name:  	Vivian Ly 	 
	 	 	Title:  	Vice President 	 



22









 






	 	 	 	 	 



EXHIBIT A




[FORM OF FACE OF INITIAL SECURITY]



[Global Securities Legend]




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



     [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR
COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS
DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF
SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]



[Restricted Securities Legend]



     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED



A-1









 




SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: SIX MONTHS] [IN THE CASE OF
REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.




[Additional Restricted Securities Legend for Securities Offered in Reliance on Rule 144A]



     EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER.



[Additional Restricted Securities Legend for Securities Offered in Reliance on Regulation S.]



     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN
TO THEM IN REGULATION S UNDER THE SECURITIES ACT.



A-2









 





[Temporary Regulation S Global Security Legend]



     EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S
GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL
SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH
DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY
DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE
SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE
THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED
SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING
SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II)
OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (III) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT, IN EACH OF CASES
(I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY
PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.



     BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR
INTERESTS IN A RULE 144A GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY
DISTRIBUTION COMPLIANCE PERIOD, ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF
THE SECURITIES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL
SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS
CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A
PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.



     BENEFICIAL INTERESTS IN A RULE 144A GLOBAL SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES
DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER
THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD,



A-3









 




ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (SET FORTH ON THE
REVERSE SIDE OF THIS SECURITY) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH
RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).




[Definitive Securities Legend]



     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



A-4









 





USG CORPORATION.




8.375% Senior Note due 2018



     Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Company (as defined below) or its agent for
registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.



			
	 
	No.     
	 	U.S.$     

CUSIP No.:     





     USG Corporation, a corporation duly organized and existing under the laws of Delaware (herein
called the “Company”, which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal amount set forth above on October 15, 2018, and to pay interest thereon from November 9,
2010 or from the most recent interest payment date to which interest has been paid or duly provided
for, semiannually on April 15 and October 15 in each year, beginning on April 15, 2011, at the rate
of 8.375% per annum, until the principal hereof is paid or made available for payment.



     The interest so payable, and punctually paid or duly provided for, on any interest payment
date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on the regular record date
for such interest, which shall be the April 1 or October 1 (whether or not a Business Day), as the
case may be, next preceding such interest payment date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such regular record date
and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a special record date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such special record date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.



     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided, however,



A-5









 




that at the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register or by
wire transfer to an account maintained by the Person entitled thereto as specified in the Security
Register, provided that such Person shall have given the Trustee written wire instructions at least
five Business Days prior to the applicable Interest Payment Date.




     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



[Signatures appear on next page]



A-6









 





     IN WITNESS WHEREOF, USG Corporation has caused this instrument to be duly signed.



	 	 	 	 	 
	 	USG CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-7









 






	 	 	 	 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the Series designated herein and referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	HSBC Bank USA, National Association,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: November 9, 2010





A-8












 





[FORM OF REVERSE SIDE OF SECURITY]




8.375% Senior Note due 2018



          Section 1. Indenture




          The Company issued the Securities under an Indenture, dated as of November 1, 2006, between
the Company and the Trustee, and Supplemental Indenture No. 3 thereto, dated as of November 9, 2010
(collectively, the “Indenture”). The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act as in effect on the
date of the Indenture. Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the
Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a
statement of such terms and provisions.




          The Securities are senior unsecured obligations of the Company initially limited to
$350,000,000 aggregate principal amount at any one time outstanding.




          Section 2. Redemption




          Except as set forth below and subject to compliance with Article Twelve of the Indenture, the
Company shall not be entitled to redeem the Securities at its option.




          The Company may redeem the Securities at its option, in whole or in part, at any time and from
time to time on or after October 15, 2014, at the following redemption prices (expressed in
percentages of principal amount on the redemption date), plus any accrued and unpaid interest to
the redemption date (subject to the rights of Holders on the relevant record date to receive
interest due on the relevant interest payment date), if redeemed during the 12-month period
commencing on October 15 of the years set forth below:




	 	 	 	 	 
	Period	 	Redemption Price
	2014
	 	 	104.188	%
	2015
	 	 	102.094	%
	2016 and thereafter
	 	 	100.000	%






          The Company may redeem the Securities at its option, in whole or in part, at any time and from
time to time prior to October 15, 2014, at a redemption price equal to 100% of the principal amount
of the Securities plus the Applicable Premium as of, and any accrued and unpaid interest to, the
redemption date (subject to the rights of Holders on the relevant record date to receive interest
due on the relevant interest payment date).




          Notwithstanding the foregoing, installments of interest on Securities that are due and payable
on interest payment dates falling on or prior to a redemption date will be payable on the




A-9









 







interest
payment date to the Holders as of the close of business on the relevant record date. The
redemption price will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.




          “Applicable Premium” means, with respect to any Security on any redemption date, the greater
of:




          (1) 1.0% of the principal amount of such Security; and




          (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption
price of such Security at October 15, 2014 (such redemption price being described in Section
2.08(b)), plus (ii) all required interest payments due on such Security through October 15, 2014
(excluding accrued and unpaid interest to the redemption date), computed using a discount rate
equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal
amount of such Security.




          “Treasury Rate” means, as of any redemption date, (1) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any successor publication which is published weekly
by the Board of Governors of the Federal Reserve System and which establishes yields on actively
traded U.S. Treasury securities adjusted to constant maturity under the heading “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after October 15, 2014, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate
will be interpolated or extrapolated from such yields on a straight line basis, rounding to the
nearest month) or (2) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per year equal to the
semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the
third Business Day preceding the redemption date.




          “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the Securities from the
redemption date to October 15, 2014, that would be utilized at the time of selection in accordance
with customary financial practice in pricing new issues of corporate debt securities of a maturity
most nearly equal to October 15, 2014.




          “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest Reference Treasury Dealer
Quotations or (2) if the Independent Investment Banker is unable to obtain five such




A-10









 







Reference
Treasury Dealer Quotations, the average of all such quotations obtained by the Independent
Investment Banker.




          “Independent Investment Banker” means either J.P. Morgan Securities LLC or Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and their respective successors, or, if both firms are
unwilling or unable to select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after approval by the Company.




          “Reference Treasury Dealer” means (1) each of J.P. Morgan Securities LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, or their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a
“Primary Treasury Dealer”), the Company shall substitute another Primary Treasury Dealer and (2)
any three other Primary Treasury Dealers selected by the Independent Investment Banker after
consultation with the Company.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.




          Section 3. Repurchase Upon Change of Control




          If a Change of Control occurs, unless the Company has exercised its right to redeem the
Securities as provided in Section 2 above, the Company shall make an offer to each Securityholder
to repurchase all or any part (in integral multiples of $1,000) of that Securityholder’s Securities
at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities
repurchased plus any accrued and unpaid interest on the Securities repurchased to the date of
purchase. Within 30 days following any Change of Control or, at the option of the Company, prior
to any Change of Control, but after the public announcement of the Change of Control, the Company
shall mail a notice to each Securityholder, with a copy to the Trustee, describing the transaction
or transactions that constitute or may constitute the Change of Control and offering to repurchase
Securities on the payment date specified in the notice, which date will be no earlier than 30 days
and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to
the date of consummation of the Change of Control, state that the offer to purchase is conditioned
on the Change of Control occurring on or prior to the payment date specified in the notice.




          The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934 (the “Exchange Act”), and any other securities laws and regulations thereunder, to the
extent those laws and regulations are applicable in connection with the repurchase of the notes as
a result of a Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with this Section 3, the Company shall comply with




A-11









 







the applicable securities
laws and regulations and will not be deemed to have breached its obligations under this Section 3,
or the Indenture by virtue of such conflict.




     The Company shall, to the extent lawful:




	 	•	 	on the Change of Control payment date, accept for payment all Securities or portions of
Securities properly tendered pursuant to the aforementioned offer;
	 
	 	•	 	at any time on or prior to the Change of Control payment date, deposit with the Paying
Agent an amount equal to the aggregate purchase price in respect of all Securities or
portions of Securities properly tendered; and
	 
	 	•	 	on the Change of Control payment date or the Business Day immediately following such
date, deliver or cause to be delivered to the Trustee the Securities properly accepted,
together with an Officers’ Certificate stating the aggregate principal amount of Securities
being purchased by the Company.





     The Paying Agent will promptly mail to each Securityholder of Securities properly tendered the
purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to
be transferred by book-entry) to each Securityholder a new Security equal in principal amount to
any unpurchased portion of any Securities surrendered; provided, that each new Security will be in
a principal amount of $2,000 or an integral multiple of $1,000 above that amount.



     The Company shall not be required to make an offer to repurchase the Securities upon a Change
of Control if a third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer made by the Company and such third party purchases
all Securities properly tendered and not withdrawn under its offer.



     “Change of Control” means the occurrence of any of the following:



     (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way
of merger or consolidation), in one or a series of related transactions, of all or substantially
all of the Company’s properties or assets and those of its subsidiaries taken as a whole to any
“person” or “group” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the
Company or one of its subsidiaries;



     (2) the adoption of a plan relating to the Company’s liquidation or dissolution;



     (3) the first day on which a majority of the members of the Board of Directors are not
Continuing Directors of the Company; or



A-12









 





     (4) the consummation of any transaction or series of related transactions (including, without
limitation, any merger or consolidation) the result of which is that any “person” or “group” (as
that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its
wholly-owned subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50%
of the then outstanding number of shares of the Voting Stock of the Company, measured by voting
power rather than number of shares.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who (1) was a member of such Board of Directors on the date of the
issuance of the Securities or (2) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election (either by a specific vote or by approval of
the Company’s proxy statement in which such member was named as a nominee for election as a
director).



     “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind the
holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election
of directors (or persons performing similar functions) of such Person, even if the right so to vote
has been suspended by the happening of such a contingency.



          Section 4. Sinking Fund




          The Securities are not subject to any sinking fund.




          Section 5. Guaranty




          The payment by the Company of the principal of, and premium and interest on, the Securities is
fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each
of the Subsidiary Guarantors to the extent set forth in the Supplemental Indenture.




          Section 6. Denominations; Transfer; Exchange




          The Securities are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. A Securityholder may transfer or exchange Securities in
accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may
require a Securityholder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange any Securities selected for redemption or to transfer or
exchange any Securities for a period of 15 days prior to the mailing of a notice of redemption of
Securities to be redeemed.




          Section 7. Persons Deemed Owners




          The registered Holder of this Security may be treated as the owner of it for all purposes.




A-13









 









          Section 8. Unclaimed Money



          If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent shall pay the money back to the Company at its written request unless an abandoned
property law designates another Person. After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.




          Section 9. Discharge and Defeasance




          Subject to certain conditions as set forth in the Indenture, the Company at any time may
terminate some of or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment of principal and
interest on the Securities to redemption or maturity, as the case may be.




          Section 10. Trustee Dealings with the Company




          Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were
not Trustee.




          Section 11. No Recourse Against Others




          A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.




          Section 12. Authentication




          This Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Security.




          Section 13. Governing Law




          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.




          Section 14. CUSIP Numbers




A-14









 








          Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed
the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.




          Section 15. Indenture



          The Company will furnish to any Securityholder upon written request and without charge to the
Securityholder a copy of the Indenture which has in it the text of this Security.




          Section 16. Reports




          To the extent required to permit Securityholders (other than the Company’s affiliates and
affiliates of any of the Subsidiary Guarantors) to sell their Securities without registration under
the Securities Act, the Company will make publicly available the information concerning the Company
specified in Rule 144(c)(2) under the Securities Act.



A-15









 





CERTIFICATE TO BE DELIVERED UPON EXCHANGE

OR REGISTRATION OF TRANSFER OF SECURITIES




          This Certificate relates to $                     principal amount of Securities held in (check
applicable space)       book-entry or       definitive form by                                          (the
“Transferor”).


          The Transferor (check one box below):





	 	o 	 	  has requested the Trustee by written order to deliver in exchange for its beneficial
interest in the Global Security held by the Depositary a Security or Securities in
definitive, registered form of authorized denominations in an aggregate principal amount
equal to its beneficial interest in such Global Security (or the portion thereof indicated
above); or
	 
	 	o  	 	has requested the Trustee by written order to exchange or register the transfer of a
Security or Securities.





          In connection with any transfer of any of the Securities evidenced by this certificate
occurring prior to the date that is (a) six months (in the case of Securities held by a “qualified
institutional buyer” as defined in Rule 144A under the Securities Act of 1933) or (b) 40 days (in
the case of Securities held by a non-U.S. person and purchased in an offshore transaction within
the meaning of Regulation S under the Securities Act of 1933) (the “Resale Restriction Period”),
the undersigned confirms that such Securities are being transferred in accordance with its terms:



CHECK ONE BOX BELOW




	 	 	 	 	 	 	 	 	 

	 

	 	 	(1	)	 	o
	 	to the Company; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	o
	 	pursuant to an effective registration statement under the Securities Act of
1933; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(3	)	 	o
	 	inside the United States to a “qualified institutional buyer” (as defined
in Rule 144A under the Securities Act of 1933) that purchases for its own account or
for the account of a qualified institutional buyer to whom notice is given that such
transfer is being made in reliance on Rule 144A, in each case pursuant to and in
compliance with Rule 144A under the Securities Act of 1933; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(4	)	 	o
	 	outside the United States to a non-U.S. person in an offshore transaction
within the meaning of Regulation S under the Securities Act in compliance with Rule 904
under the Securities Act of 1933; or






A-16









 






	 	 	 	 	 	 	 	 	 

	 

	 	 	(5	)	 	o
	 	pursuant to another available exemption from registration provided by Rule
144 under the Securities Act of 1933.






          Prior to the expiration of the Resale Restriction Period, unless one of the boxes is checked,
the Trustee will refuse to register any of the Securities evidenced by this certificate in the name
of any Person other than the registered holder thereof; provided, however, that if box (3), (4) and
(5) is checked, the Trustee may require, prior to registering any such transfer of the Securities,
such legal opinions, certifications and other information satisfactory to the Company and the
Trustee to confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act of 1933.











 

[INSERT NAME OF TRANSFEROR]




Dated:                                         




	 	 	 	 	 
	 	 	 
	By:  	
 	 	 
	 	 	 	 
	 	 	 	 



A-17









 






	 	 	 	 	 



TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.





          The undersigned represents and warrants that it is purchasing this Security for its own
account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.



	 	 	 	 	 
	 	 	 
	Dated:                                          	  	


 	 
	 	Notice: 	        To be executed by 	 
	 	 	an executive officer 	 



A-18









 






	 	 	 	 	 



TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.





          The undersigned represents and warrants that it is not a “U.S. person” (as defined in Rule 902
of Regulation S under the Securities Act of 1933) and that it is acquiring this Security in a
transaction or transactions taking place outside the United States in accordance with Regulation S.
The undersigned acknowledges that the Security cannot be resold unless registered under the
Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of
1933.



	 	 	 	 	 
	 	 	 
	Dated: _____________	  	 	 
	 	 	NOTICE:        To be executed by an executive officer. 	 



A-19









 






	 	 	 	 	 



[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY



The following increases or decreases in this Global Security have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Signature of
	 	 	 	 	 	 	Principal amount of	 	authorized
	 	 	Amount of decrease	 	Amount of increase	 	this Global	 	signatory of
	 	 	in principal	 	in principal amount	 	Security following	 	Trustee or
	Date of	 	amount of this	 	of this Global	 	such decrease or	 	Securities
	Exchange	 	Global Security	 	Security	 	increase)	 	Custodian
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





A-20









 






ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security to








 

(Print or type assignee’s name, address and zip code)





 

(Insert assignee’s soc. sec. or tax I.D. No.)





and irrevocably appoint _______________________ agent to transfer this Security on the books of
the Company. The agent may substitute another to act for him.




Date: _______________________      
Your Signature: _______________________





 

Sign exactly as your name appears on the other side of this Security.





A-21









 








EXHIBIT B




[Form of Guaranty Agreement]




GUARANTY AGREEMENT (this “Guaranty Agreement”) dated as of      , among [GUARANTOR] (the “New
Guarantor”), a subsidiary of USG Corporation (or its successor), a Delaware corporation (the
“Company”), [EXISTING GUARANTORS] (the “Existing Guarantors”) and HSBC Bank USA, National
Association, as trustee under the supplemental indenture referred to below (the “Trustee”).



WITNESSETH:




          WHEREAS the Company and the Existing Guarantors have heretofore executed and delivered to the
Trustee a supplemental indenture (the “Supplemental Indenture”) dated as of November 9, 2010,
providing for the issuance of an aggregate principal amount of up to $350,000,000 of 8.375% Senior
Notes due 2018 (the “Securities”); and




          WHEREAS Section 3.09 of the Supplemental Indenture provides that under certain circumstances
the Company is required to cause the New Guarantor to execute and deliver to the Trustee a guaranty
agreement pursuant to which the New Guarantor shall unconditionally guarantee all of the Company’s
obligations under the Securities pursuant to a Subsidiary Guaranty on the terms and conditions set
forth herein;




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company, the
Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit
of the holders of the Securities as follows:




          1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally
with all the Existing Guarantors, to unconditionally guarantee the Company’s obligations under the
Securities on the terms and subject to the conditions set forth in Article Three of the
Supplemental Indenture and to be bound by all other applicable provisions of the Supplemental
Indenture and the Securities.




          2. Governing Law. THIS GUARANTY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES
THEREOF.




          3. Trustee Makes No Representation. The Trustee makes no representations as to the
validity or sufficiency of this Guaranty Agreement.







B-1









 








          4. Counterparts. The parties may sign any number of copies of this Guaranty
Agreement. Each signed copy shall be an original, but all of them together represent the same
agreement.




          5. Effect of Headings. The section headings herein are for convenience only and shall
not effect the construction thereof.




(Signature Page Follows)






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          IN WITNESS WHEREOF, the parties hereto have caused this Guaranty Agreement to be duly executed
as of the date first above written.




	 	 	 	 	 
	 	[NEW GUARANTOR],

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	USG CORPORATION,

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[EXISTING GUARANTORS]

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee,

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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