EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

FIFTH AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) dated as of May 1, 2017, among USG
CORPORATION, a Delaware corporation (the “U.S. Borrower”), CGC INC., a New Brunswick corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), the other LOAN
PARTIES party hereto, the LENDERS and ISSUING BANKS party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent under the Fourth Amended and Restated Credit Agreement dated as of October 22, 2014, among the U.S. Borrower, the Canadian
Borrower, the Lenders and Issuing Banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian administrative agent
(in such capacity, the “Canadian Agent”), and Bank of America, N.A. and Wells Fargo Bank, National Association, as co-syndication agents (as amended, supplemented or otherwise modified prior
to the date hereof, the “Existing Credit Agreement”), and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent under the Existing Credit Agreement. 

WHEREAS the Borrowers have requested, and the undersigned Lenders (such term and each other capitalized term used but not defined in these
recitals having the meaning assigned to such term in Section 1 hereof) and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein and in the Restated Credit Agreement (as defined below),
that (a) the Existing Credit Agreement will be amended and restated as provided herein, (b) the Amended and Restated Guarantee Agreement dated as of October 22, 2014 (as amended, supplemented or otherwise modified prior to the date
hereof, the “Existing Guarantee Agreement”), among the Borrowers, the subsidiaries of the U.S. Borrower identified therein and the Administrative Agent, will be amended as provided herein, (c) the U.S. Pledge and Security
Agreement dated as of January 7, 2009 (as amended as of October 22, 2014, and as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing U.S. Security Agreement”; and together with the
Existing Guarantee Agreement, collectively, the “Existing Loan Documents” and each, an “Existing Loan Document”), among the U.S. Borrower, the other U.S. grantors party thereto and the Administrative Agent, will be
amended as provided herein and (d) the Loan Parties will reaffirm their respective obligations (including, without limitation, the grant of a security interest in their respective Collateral) under the Collateral Documents and the Existing
Guarantee Agreement. 
 NOW, THEREFORE, the parties hereto hereby agree as follows: 







 SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the
respective meanings assigned to such terms in the Restated Credit Agreement referred to below (except as otherwise expressly set forth herein). 

SECTION 2. Restatement Effective Date. The “Restatement Effective Date” shall be specified by the U.S. Borrower and
shall be a date not later than May 1, 2017, as of which date all the conditions set forth or referred to in Section 5 hereof shall have been satisfied. 

SECTION 3. Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of the Restatement Effective Date, the
Existing Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the “Restated Credit Agreement”). 

(b) The aggregate amount of all Letters of Credit outstanding under the Existing Credit Agreement on the Restatement Effective
Date shall continue to be outstanding under the Restated Credit Agreement and, from and after such date, the terms of the Restated Credit Agreement will govern the rights of the Administrative Agent, the Lenders and the Issuing Banks with respect
thereto. 
 (c) As of the Restatement Effective Date and after giving effect to the transactions set forth in the Master
Assignment Agreement dated as of the date hereof among the U.S. Borrower, the Lenders party thereto and the Administrative Agent, (i) the Revolving Commitments (as such term is defined in the Existing Credit Agreement) shall be automatically
increased from $180,000,000 to $220,000,000 and (ii) immediately following the Revolving Commitment increase referenced in clause (i) of this paragraph (c), each Lender party hereto shall be deemed to have assigned that portion of its
interests, rights and obligations with respect to the Revolving Commitments of such Lender outstanding under the Restated Credit Agreement on the Restatement Effective Date (all such interests, rights and obligations to be referred to herein as the
“Assigned Interests”), or shall be deemed to have assumed a portion of the Assigned Interests so assigned pursuant to this clause (ii), in accordance with Section 9.04 of the Restated Credit Agreement such that, upon given
effect to such assignment and assumption, each such Lender holds Revolving Commitments (and a pro rata share of the interests in respect of Letters of Credit) in an amount equal to that set forth on Schedule 2.01 of the Restated
Credit Agreement opposite such Lender’s name, provided that the Administrative Agent and the Lenders hereby waive the minimum assignment requirements, the recordation fee requirement and the requirement to execute a separate Assignment
and Assumption, in each case set forth in Section 9.04(b)(ii) of the Restated Credit Agreement in respect of such assignments and assumptions. Without limiting the generality of the foregoing, each Lender party hereto hereby makes the
representations and warranties required to be made under paragraphs 1.1 and 1.2, respectively, of Annex I to Exhibit A to the Restated Credit Agreement by an Assignor and Assignee (in each case, as defined in such Exhibit A) with respect to the
Assigned Interests being assigned or assumed by such Lender hereunder, as the case may be. The U.S. Borrower hereby consents to each such assignment and assumption. 

  
 2 








 SECTION 4. Amendment of the Existing Loan Documents; Acknowledgement Regarding Québec
Security; Amendment to Canadian Pledge and Security Agreement. 
 (a) Effective as of the Restatement Effective Date,
each of the Existing Loan Documents shall be amended as follows: 
 (i) Section 4.13(a) of the Existing Guarantee Agreement
is hereby amended by replacing each occurrence of the text “103%” in such Section with the text “102%”. 

(ii) Section 4.01(f) of the Existing U.S. Security Agreement is hereby amended and restated in its entirety to read as follows:

 “(f) Confirmation of Perfection Certificate. At the written request of the Administrative Agent, but no more than once in any
fiscal year, the Borrower shall deliver to the Administrative Agent a certificate executed by a Financial Officer (i) setting forth any changes to the information required pursuant to the Perfection Certificate, or confirming that there has
been no change in such information, in each case since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section 4.01(f) and (ii) certifying that all initial UCC financing statements or
other appropriate filings, recordings or registrations, including all refilings, rerecordings, reregistrations and amendments to the initial UCC financing statements, containing a description of the Collateral have been filed of record in each
governmental, municipal or other appropriate office in the jurisdiction identified pursuant to Section 4.06 to the extent necessary to protect and perfect the Security Interest as of the date of such certificate. In connection with the delivery
of any updates to the Perfection Certificate in accordance with this Section 4.01(f) (but without limiting the express requirements of this Agreement, including those under Sections 4.05, 4.06 and 7.02(b)), Exhibit A and Exhibit B hereto shall be
deemed amended to include such updated information.” 
 (iii) Section 4.01(g) of the Existing U.S. Security Agreement is
hereby amended by replacing each occurrence of the text “clauses (a) through (d), (f) and (k)” in such Section with the text ““clauses (a) through (d), (f) and (j)”. 

  
 3 








 (iv) Section 8.13(a) of the Existing U.S. Security Agreement is hereby amended by
replacing each occurrence of the text “103%” in such Section with the text “102%”. 
 (b) Effective as of
the Restatement Effective Date, the parties acknowledge and agree that the references to “103%” in each of (i) Section 12.7.1 of the Deed of Hypothec and (ii) Section 7(1) of the Bond Pledge Agreement shall be read as
references to “102%”. 
 (c) The Lenders hereby consent to the amendments to the Canadian Pledge and Security
Agreement dated as of October 22, 2014 (as amended, supplemented or otherwise modified prior to the date hereof), among the Canadian Borrower, the other grantors party thereto and the Administrative Agent, to be effected as of the Restatement
Effective Date pursuant to the Canadian Amendment and Reaffirmation Agreement in the form attached as Exhibit B hereto (the “Canadian Amendment and Reaffirmation Agreement”). 

SECTION 5. Conditions. The consummation of the transactions set forth in Sections 3 and 4 hereof shall be subject to the
satisfaction of the following conditions precedent: 
 (a) Loan Documents. The Administrative Agent (or its counsel)
shall have received (i) from the U.S. Borrower, the Canadian Borrower, each other Loan Party listed on the signature pages hereto, each Lender (as such term is defined in the Existing Credit Agreement), each other Lender that will have a
Revolving Commitment on the Restatement Effective Date, the Administrative Agent, each Issuing Bank, the Swingline Lender and the Canadian Agent, a counterpart of this Agreement signed on behalf of such party (or written evidence reasonably
satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page) that such party has signed a counterpart of this Agreement), (ii) from the Canadian Borrower, the other grantors party
thereto and the Administrative Agent, a counterpart of the Canadian Amendment and Reaffirmation Agreement signed on behalf of such party (or written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or other
electronic transmission of a signed signature page) that such party has signed a counterpart of the Canadian Amendment and Reaffirmation Agreement) and (iii) a favorable written opinion (addressed to the Administrative Agent, the Canadian
Agent, the Issuing Banks and the Lenders and dated the Restatement Effective Date) of each of (A) Jones Day, New York counsel for the Borrowers and the other Loan Parties, (B) Fasken Martineau, Canadian counsel for the Borrowers and the
other Loan Parties, and (C) McInnes Cooper, New Brunswick counsel for the Borrowers and the other Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the
Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably request. 

  
 4 








 (b) Closing Certificates; Certified Certificate of Incorporation; Good
Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Restatement Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the
resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and
any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by
the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement (or, in lieu thereof, a certification
to the effect that such constating documents have not been amended or otherwise modified since October 22, 2014), and (ii) to the extent that such concept is applicable in the relevant jurisdiction, a good standing certificate for each
Loan Party from its jurisdiction of organization (and, to the extent that such good standing certificate is not dated as of the Restatement Effective Date, a bring-down good standing certificate dated as of the Restatement Effective Date). 

(c) No Default Certificate. The Administrative Agent shall have received a certificate, signed by the chief financial
officer or treasurer of the U.S. Borrower and dated the Restatement Effective Date, (i) stating that, as of the Restatement Effective Date and after giving effect to the Restatement Transactions, no Default or Event of Default has occurred and
is continuing and (ii) stating that the representations and warranties contained in the Loan Documents that are qualified by materiality are true and correct and the representations and warranties contained in the Loan Documents that are not so
qualified are true and correct in all material respects, in each case on and as of such date with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date. 

(d) Fees. The Administrative Agent (or, if required by the relevant Loan Document or other written agreement relating to
any document, the applicable Arranger, Lender or Affiliate thereof) shall have received all fees and other amounts due and payable by any Loan Party on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or
payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel), in each case, required to be reimbursed or paid by any Loan
Party under any Loan Document or any other written agreement relating to any Loan Document entered into by the Borrower and the Administrative Agent (or by the applicable Arranger, Lender or Affiliate thereof, as the case may be). In addition, the
U.S. Borrower shall have paid to the Administrative Agent, for the account of the Administrative Agent, the Issuing Bank and the Lenders, all unpaid fees, interest and other amounts that have accrued under the Existing Credit Agreement prior to the
Restatement Effective Date. 

  
 5 








 (e) Perfection Certificate; Lien Searches. The Administrative Agent shall
have received (i) a completed Perfection Certificate, dated the Restatement Effective Date, together with all attachments contemplated thereby and (ii) the results of a recent lien search in the jurisdictions requested by the
Administrative Agent based on the Perfection Certificate, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 of the Restated Credit Agreement or discharged on or prior to
the Restatement Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent. 

(f) Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate dated as of
the Restatement Effective Date that calculates the Borrowing Base as of March 31, 2017. 
 (g) Filings, Registrations
and Recordings. Each document (including any Uniform Commercial Code financing statement and Personal Property Security Act (Canada) filing) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to
be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior to and superior in right to any other Person (other than
with respect to Liens expressly permitted by clauses (b) through (d), (f) and (j) of Section 6.02 of the Restated Credit Agreement), shall be in proper form for filing, registration or recordation. 

(h) “Know Your Customer” Requirements. The Lenders shall have received all documentation and other information
requested by the Administrative Agent and required under applicable “know your customer” rules and regulations, including all information required to be delivered pursuant to Section 9.13 of the Restated Credit Agreement. 

(i) Compliance With Laws. The U.S. Borrower, the Canadian Borrower and their respective Material Subsidiaries shall be
in compliance with all applicable foreign and U.S. Federal, State and local laws and regulations, including all applicable environmental laws and regulations, except where the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect. All necessary material governmental and material third party approvals in connection with this Agreement, the Restated Credit Agreement and the credit facility contemplated thereby shall have been
obtained and shall be in effect. 
 (j) No Litigation. Other than as disclosed to the Lenders prior to the Restatement
Effective Date or as set forth in the U.S. Borrower’s public filings with the SEC, there shall be no litigation, administrative proceedings or governmental investigation that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. 

  
 6 








 (k) Insurance. The Administrative Agent shall have received evidence that
the insurance required by Section 5.06 of the Restated Credit Agreement is in effect. 
 SECTION 6. Reaffirmation. (a) Each
of the Loan Parties party hereto hereby consents to this Agreement and the transactions contemplated hereby and hereby confirms its guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Existing
Guarantee Agreement (as amended hereby) and the Collateral Documents (in each case, as amended hereby, if applicable) (collectively, the “Reaffirmed Agreements” and each, a “Reaffirmed Agreement”) to which it is
party and agrees that, notwithstanding the effectiveness of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the amendment and restatement of the Existing Credit Agreement), such guarantees,
pledges, grants of security interests and other agreements of such Loan Parties shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties under the Restated Credit Agreement. Each of the Loan Parties party
hereto further agrees to take any action that may be required under any applicable law or that is reasonably requested by the Administrative Agent to ensure compliance by the Borrowers with Section 5.10 of the Restated Credit Agreement and
hereby reaffirms its obligations under each similar provision of each Reaffirmed Agreement to which it is a party. 
 (b)
Each of the Loan Parties party hereto hereby confirms and agrees that the Revolving Loans, the Letters of Credit, the Swingline Loans and the Overadvances (in each case, if any) have constituted and continue to constitute Obligations (or any word of
like import) under the Reaffirmed Agreements. 
 SECTION 7. Effectiveness; Counterparts; Amendments. This Agreement shall become
effective when copies hereof that, when taken together, bear the signatures of the U.S. Borrower, the Canadian Borrower, each other Loan Party listed on the signature pages hereto, each Lender (as such term is defined in the Existing Credit
Agreement), each other Lender that will have a Revolving Commitment on the Restatement Effective Date, the Administrative Agent, each Issuing Bank, the Swingline Lender and the Canadian Agent shall have been received by the Administrative Agent.
This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but
all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of an original executed
counterpart of this Agreement. 
 SECTION 8. No Novation. Until this Agreement becomes effective in accordance with its terms and the
Restatement Effective Date shall have occurred, the Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Restatement Effective Date, all obligations of the U.S. Borrower and the Canadian
Borrower under the Existing Credit Agreement 

  
 7 








 
shall become obligations of the U.S. Borrower and the Canadian Borrower, respectively, under the Restated Credit Agreement and the provisions of the Existing Credit Agreement shall be superseded
by the provisions of the Restated Credit Agreement. 
 Without limiting the generality of the foregoing, this Agreement shall not extinguish
the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Collateral Document or any security
therefor. Nothing herein contained shall be construed as a substitution or novation of the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement, in
each case which shall remain outstanding on and after the Restatement Effective Date as modified hereby. Nothing implied herein shall be construed as a release or other discharge of the U.S. Borrower, the Canadian Borrower or any of their respective
Subsidiaries under any Loan Document from any of its obligations and liabilities as a “Borrower”, a “Grantor” or a “Guarantor” under the Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of
this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreement as in effect immediately prior to the Restatement Effective Date will continue to be effective as to all matters arising out of or in any way
related to facts or events existing or occurring prior to the Restatement Effective Date. 
 On and after the Restatement Effective Date,
any reference in the Loan Documents to (a) the Existing Credit Agreement shall mean the Restated Credit Agreement, (b) the Existing Guarantee Agreement shall mean the Existing Guarantee Agreement as amended hereby and (c) the Existing
U.S. Security Agreement shall mean the Existing U.S. Security Agreement as amended hereby. 
 SECTION 9. Notices. All notices
hereunder shall be given in accordance with the provisions of Section 9.01 of the Restated Credit Agreement. 
 SECTION 10.
Applicable Law; Waiver of Jury Trial. (A) THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
 (B) EACH
PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTIONS 9.09 AND 9.10 OF THE RESTATED CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN. 

  
 8 








 [Remainder of page intentionally left blank] 

  
 9 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first written above. 
  

			
	USG CORPORATION
		
	By:	 	 /s/ Kenneth R. Banas

		 	Name: Kenneth R. Banas
		 	Title: Vice President and Treasurer


 
			
	
	CGC INC.
		
	By:	 	 /s/ Gregory D. Salah

		 	Name: Gregory D. Salah
		 	Title: President
		
	By:	 	 /s/ Kenneth R. Banas

		 	Name: Kenneth R. Banas
		 	Title: Vice President, Finance


 
			
	
	UNITED STATES GYPSUM COMPANY
		
	By:	 	 /s/ Kenneth R. Banas

		 	Name: Kenneth R. Banas
		 	Title: Vice President and Treasurer


 
			
	
	USG INTERIORS, LLC
		
	By:	 	UNITED STATES GYPSUM COMPANY, as its Sole Member


 
					
			
		 	By:	 	/s/ Kenneth R. Banas
		 		 	Name: Kenneth R. Banas
		 		 	Title: Vice President and Treasurer



  
 [Signature Page to the
Fifth Amendment and Restatement Agreement] 








 
			
	OTSEGO PAPER, INC.
		
	By:	 	 /s/ Kenneth R. Banas

		 	Name: Kenneth R. Banas
		 	Title: Treasurer



  
 [Signature Page to the
Fifth Amendment and Restatement Agreement] 








 
			
	 JPMORGAN CHASE BANK, N.A.,

	Individually and as Administrative Agent, Issuing Bank and Swingline Lender


 
			
		
	By:	 	 /s/ Peter S. Predun

		 	Name: Peter S. Predun
		 	Title: Executive Director


 
			
	
	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent
		
	By:	 	 /s/ Peter S. Predun

		 	Name: Peter S. Predun
		 	Title: Executive Director



  
 [Signature Page to the
Fifth Amendment and Restatement Agreement] 








 
			
	BANK OF AMERICA, N.A.,
	Individually and as Issuing Bank
		
	 By:
	 	 /s/ Michael Fine

		 	Name: Michael Fine
		 	Title: Senior Vice President



  
 [Signature Page to the
Fifth Amendment and Restatement Agreement] 








 
					
	 WELLS FARGO BANK, NATIONAL

ASSOCIATION,

	Individually and as Issuing Bank
		
	By:	 	 /s/ Nathan McIntosh

		 	Name:	 	Nathan McIntosh
		 	Title:	 	Authorized Signatory


 
					
	
	WELLS FARGO CAPITAL FINANCE CORPORATION CANADA
		
	 By:
	 	  

		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to the
Fifth Amendment and Restatement Agreement] 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	Individually and as Issuing Bank
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	WELLS FARGO CAPITAL FINANCE CORPORATION CANADA
		
	By:	 	 /s/ David G. Phillips

		 	Name: David G. Phillips
		 	Title: Senior Vice President, Credit Officer



  
 [Signature Page to the
Fifth Amendment and Restatement Agreement] 









			
	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND RESTATEMENT AGREEMENT, AMONG USG CORPORATION, CGC INC., THE LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, ISSUING
BANK AND SWINGLINE LENDER, AND JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	
	


 
			
	 CITIBANK, N.A., as a Lender

	Name of Institution
		
	By:	 	 /s/ David Smith

		 	Name: David Smith
		 	Title: Director and Vice President
	
	For Lenders that require a second signature:
		
	By:	 	  

		 	Name:
		 	Title:









 
			
	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND RESTATEMENT AGREEMENT, AMONG USG CORPORATION, CGC INC., THE LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, ISSUING
BANK AND SWINGLINE LENDER, AND JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	
	 GOLDMAN SACHS BANK USA





			
	Name of Institution
		
	By:	 	 /s/ Ryan Durkin 

		 	Name: Ryan Durkin
		 	Title: Authorized Signatory
	
	For Lenders that require a second signature:
		
	By:	 	  

		 	Name:
		 	Title:









 
			
	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND RESTATEMENT AGREEMENT, AMONG USG CORPORATION, CGC INC., THE LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, ISSUING
BANK AND SWINGLINE LENDER, AND JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	
	 THE NORTHERN TRUST
COMPANY



 
			
	Name of Institution
		
	By:	 	 /s/ Keith L. Burson 

		 	Name: Keith L. Burson
		 	Title: Senior Vice President
	
	For Lenders that require a second signature:
		
	By:	 	  

		 	Name:
		 	Title:









 
			
	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND RESTATEMENT AGREEMENT, AMONG USG CORPORATION, CGC INC., THE LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, ISSUING
BANK AND SWINGLINE LENDER, AND JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	
	 U.S. Bank, National
Association



 
			
	Name of Institution
		
	By:	 	 /s/ Deborah Saffie

		 	Name: Deborah Saffie
		 	Title: Vice President
	
	For Lenders that require a second signature:
		
	By:	 	  

		 	Name:
		 	Title:


  








			
	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND RESTATEMENT AGREEMENT, AMONG USG CORPORATION, CGC INC., THE LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, ISSUING
BANK AND SWINGLINE LENDER, AND JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT
	
	 TD Bank, N.A.





			
	Name of Institution
		
	By:	 	 /s/ Antimo Barbieri

		 	Name: Antimo Barbieri
		 	Title: Vice President
	
	For Lenders that require a second signature:
		
	By:	 	  

		 	 Name:

		 	Title: