Exhibit 10.1
    

    
      


    

    
      AMENDMENT NO. 1 dated as of January 27, 2017 (this “Amendment”),
      to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October
      22, 2014 (as amended, supplemented or otherwise modified from time to
      time, the “Credit Agreement”), 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, being collectively, the “Borrowers”
      and each a “Borrower”), the LENDERS and ISSUING BANKS from
      time to time party thereto, JPMORGAN CHASE BANK, N.A., as Administrative
      Agent (the “Administrative Agent”), JPMORGAN CHASE BANK,
      N.A., TORONTO BRANCH, as Canadian Administrative Agent, and BANK OF
      AMERICA, N.A. and WELLS FARGO BANK, N.A., as Co-Syndication Agents.
      Defined terms used in this Amendment and not otherwise defined shall
      have the meanings assigned to such terms in the Credit Agreement.
    

    
      WHEREAS pursuant to the Credit Agreement, the Lenders have agreed to
      extend credit to the Borrowers on the terms and subject to the
      conditions set forth therein;
    

    
      WHEREAS the Borrowers have requested that certain provisions of the
      Credit Agreement be amended as set forth herein; and
    

    
      WHEREAS the undersigned are willing to amend such provisions of the
      Credit Agreement on the terms and subject to the conditions set forth
      herein.
    

    
      NOW, THEREFORE, in consideration of the mutual agreements herein
      contained and other good and valuable consideration, the sufficiency and
      receipt of which are hereby acknowledged, and subject to the conditions
      set forth herein, the parties hereto hereby agree as follows:
    

    
      SECTION 1.    Amendments to Credit Agreement.
      (a)  Section 1.01 of the Credit Agreement is hereby
      amended as follows:
    

    
      (i)  The following new definitions are hereby added to Section
      1.01 of the Credit Agreement in the appropriate alphabetical order:
    

    
      “Bail-In Action” means the exercise of any Write-Down and
      Conversion Powers by the applicable EEA Resolution Authority in respect
      of any liability of an EEA Financial Institution.
    

    
      “Bail-In Legislation” means, with respect to any EEA Member
      Country implementing Article 55 of Directive 2014/59/EU of the European
      Parliament and of the Council of the European Union, the implementing
      law for such EEA Member Country from time to time which is described in
      the EU Bail-In Legislation Schedule.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “EEA Financial Institution” means (a) any institution
      established in any EEA Member Country which is subject to the
      supervision of an EEA Resolution Authority, (b) any entity established
      in an EEA Member Country which is a parent of an institution described
      in clause (a) of this definition or (c) any institution established in
      an EEA Member Country which is a subsidiary of an institution described
      in clause (a) or (b) of this definition and is subject to consolidated
      supervision with its parent.
    

    
      “EEA Member Country” means (a) any of the member states of
      the European Union, (b) Iceland, (c) Liechtenstein and (d) Norway.
    

    
      “EEA Resolution Authority” means any public administrative
      authority or any Person entrusted with public administrative authority
      of any EEA Member Country (including any delegee) having responsibility
      for the resolution of any EEA Financial Institution.
    

    
      “EU Bail-In Legislation Schedule” means the EU Bail-In
      Legislation Schedule published by the Loan Market Association (or any
      successor Person), as in effect from time to time.
    

    
      “NYFRB” means the Federal Reserve Bank of New York.
    

    
      “NYFRB Rate” means, for any day, the greater of (a) the
      Federal Funds Effective Rate in effect on such day and (b) the Overnight
      Bank Funding Rate in effect on such day (or, for any day that is not a
      Business Day, for the immediately preceding Business Day); provided,
      however, that, if none of such rates are published for any day
      that is a Business Day, the term “NYFRB Rate” means the rate for a
      Federal funds transaction quoted at 11:00 a.m., New York City time, on
      such day to the Administrative Agent from a Federal funds broker of
      recognized standing selected by it; provided further, however, that if
      any of the aforesaid rates shall be less than zero, then such rate shall
      be deemed to be zero for all purposes of this Agreement.
    

    
      “Overnight Bank Funding Rate” means, for any date, the rate
      comprised of both overnight federal funds and overnight Eurodollar
      borrowings by U.S.-managed banking offices of depositary institutions,
      as such composite rate shall be determined by the NYFRB as set forth on
      its public website from time to time, and published on the next
      succeeding Business Day by the NYFRB as an overnight bank funding rate
      (from and after such date as the NYFRB shall commence to publish such
      composite rate).
    

    
      “Write-Down and Conversion Powers” means, with respect to
      any EEA Resolution Authority, the write-down and conversion powers of
      such EEA Resolution Authority from time to time under the Bail-In
      Legislation for the applicable EEA Member Country, which write-down and
      conversion powers are described in the EU Bail-In Legislation Schedule.
    

    

    

    
      
        

        

      

      
        
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      (ii)  The definition of the term “Alternate Base Rate” shall be amended
      by replacing each occurrence of the text “Federal Funds Effective Rate”
      in such definition with the text “NYFRB Rate”.
    

    
      (iii)  The definition of the term “Defaulting Lender” shall be amended
      by adding the text “or of a Bail-In Action” immediately after the text
      “Bankruptcy Event” in clause (d) of such definition.
    

    
      (iv)  The definition of the term “Federal Funds Effective Rate” shall be
      amended and restated in its entirety to read as follows:
    

    
      “Federal Funds Effective Rate” means, for any day, the rate
      calculated by the NYFRB based on such day’s federal funds transactions
      by depositary institutions, as determined in such manner as the NYFRB
      shall set forth on its public website from time to time, and published
      on the next succeeding Business Day by the NYFRB as the federal funds
      effective rate; provided, however, that if such rate shall
      be less than zero, then such rate shall be deemed to be zero for all
      purposes of this Agreement.
    

    
      (v)  The definition of “Payment Conditions” shall be amended and
      restated in its entirety to read as follows:
    

    
      “Payment Conditions” means, at any time of determination,
      the requirement that either (a) Excess Availability at such time exceeds
      an amount equal to the greater of (i) $28,800,000 and (ii) 20% of the
      lesser of (A) the aggregate Revolving Commitment at such time and (B)
      the Aggregate Borrowing Base at such time or (b) each of (x) Excess
      Availability at such time exceeds an amount equal to the greater of (i)
      $21,600,000 and (ii) 15% of the lesser of (A) the aggregate Revolving
      Commitment at such time and (B) the Aggregate Borrowing Base at such
      time and (y) the Fixed Charge Coverage Ratio at such time, determined
      for the period of four consecutive fiscal quarters most recently ended
      at or prior to such time, is greater than or equal to 1.00 to 1.00, in
      each case, as calculated after giving pro forma effect to the
      transaction which is subject to the testing of the Payment Condition.
    

    
      (vi)   The definition of “Threshold Amount” shall be amended and
      restated in its entirety to read as follows:
    

    
       “Threshold Amount” means, at any time, an amount
      equal to the greater of (a) $18,000,000 and (b) 12.5% of the lesser of
      (i) the aggregate Revolving Commitments at such time and (ii) the
      Aggregate Borrowing Base at such time.
    

    

    

    
      
        

        

      

      
        
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      (b)    Sections 2.06(b), 2.17(e) and 9.16 of the Credit Agreement are
      hereby amended by replacing each occurrence of the text “Federal Funds
      Effective Rate” in such Sections with the text “NYFRB Rate”.
    

    
      (c)    Section 2.20 of the Credit Agreement is hereby amended by adding
      the text “or Bail-In Action” immediately after the text “Bankruptcy
      Event” in the second paragraph of such Section.
    

    
      (d)    The following new Section 9.22 is hereby added to Article IX of
      the Credit Agreement:
    

    
      SECTION 9.22.  Acknowledgment and Consent to Bail-In of EEA
      Financial Institutions.  Notwithstanding anything to the contrary in
      any Loan Document or in any other agreement, arrangement or
      understanding among the parties hereto, each party hereto acknowledges
      that any liability of any EEA Financial Institution arising under any
      Loan Document, to the extent such liability is unsecured, may be subject
      to the Write-Down and Conversion Powers of any EEA Resolution Authority
      and agrees and consents to, and acknowledges and agrees to be bound by:
    

    
      (a)    the application of any Write-Down and Conversion Powers by an EEA
      Resolution Authority to any such liabilities arising hereunder which may
      be payable to it by any party hereto that is an EEA Financial
      Institution; and
    

    
      (b)    the effects of any Bail-In Action on any such liability,
      including, if applicable:
    

    
      (i)  a reduction in full or in part or cancellation of any such
      liability;
    

    
      (ii)  a conversion of all, or a portion of, such liability into shares
      or other instruments of ownership in such EEA Financial Institution, its
      parent entity or a bridge institution that may be issued to it or
      otherwise conferred on it, and that such shares or other instruments of
      ownership will be accepted by it in lieu of any rights with respect to
      any such liability under this Agreement or any other Loan Document; or
    

    
      (iii)  the variation of the terms of such liability in connection with
      the exercise of the Write-Down and Conversion Powers of any EEA
      Resolution Authority.
    

    
      SECTION 2.    Representations and Warranties.  The
      U.S. Borrower represents and warrants to the Administrative Agent and to
      each of the Lenders and Issuing Banks that:
    

    

    

    
      
        

        

      

      
        
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       (a)     this Amendment has been duly authorized, executed and delivered
      by such Loan Party and constitutes a legal, valid and binding obligation
      of the U.S. Borrower, enforceable in accordance with its terms, subject
      to applicable bankruptcy, insolvency, reorganization, moratorium or
      other laws affecting creditors’ rights generally and subject to general
      principles of equity, regardless of whether considered in a proceeding
      in equity or at law;
    

    
       (b)    other than the representation and warranty set forth in Section
      3.04(b) of the Credit Agreement, the representations and warranties of
      the Loan Parties set forth in the Loan Documents that are qualified by
      materiality are true and correct and the representations and warranties
      of the Loan Parties set forth in the Loan Documents that are not so
      qualified are true and correct in all material respects on and as of the
      date hereof, except to the extent such representations and warranties
      expressly relate to an earlier date (in which case such representations
      and warranties are true and correct (or are true and correct in all
      material respects, as the case may be, as of such earlier date); and
    

    
       (c)    at the time of and immediately after giving effect to this
      Amendment, no Default shall have occurred and be continuing.
    

    
      SECTION 3.    Effectiveness.  This Amendment
      shall become effective as of the date first above written when (a) the
      Administrative Agent shall have received counterparts of this Amendment
      that, when taken together, bear the signatures of the U.S. Borrower, the
      Lenders constituting the Required Lenders and the Administrative Agent
      and (b) the Administrative Agent and the Lenders shall have received
      payment of all expenses required to be reimbursed by the U.S. Borrower
      or any other Loan Party under or in connection with this Amendment and
      any other Loan Document, including those expenses set forth in Section 7
      hereof.
    

    
      SECTION 4.    Loan Documents.  Except as
      expressly set forth herein, this Amendment (a) shall not by implication
      or otherwise limit, impair, constitute a waiver of or otherwise affect
      the rights and remedies of the Lenders, the Administrative Agent, the
      U.S. Borrower or any other Loan Party under the Credit Agreement or any
      other Loan Document and (b) shall not alter, modify, amend or in any way
      affect any of the terms, conditions, obligations, covenants or
      agreements contained in the Credit Agreement or any other Loan Document,
      all of which are ratified and affirmed in all respects and shall
      continue in full force and effect.  Nothing herein shall be deemed to
      entitle the U.S. Borrower or any other Loan Party to any future consent
      to, or waiver, amendment, modification or other change of, any of the
      terms, conditions, obligations, covenants or agreements contained in the
      Credit Agreement or any other Loan Document in similar or different
      circumstances.  After the date hereof, any reference in the Loan
      Documents to the Credit Agreement shall mean the Credit Agreement as
      modified hereby.  This Amendment shall constitute a “Loan Document” for
      all purposes of the Credit Agreement and the other Loan Documents.
    

    
      SECTION 5.    Applicable Law; Waiver of Jury
      Trial.  (a)  THIS AMENDMENT 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 AMENDMENT AND
      THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED IN ACCORDANCE
      WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
    

    

    

    
      
        

        

      

      
        
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      (b)    EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10
      OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.
    

    
      SECTION 6.    Counterparts; Amendment.  This
      Amendment 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 Amendment by telecopy or electronic transmission
      shall be effective as delivery of a manually executed counterpart of
      this Amendment.  This Amendment may not be amended nor may any provision
      hereof be waived except pursuant to a writing signed by the U.S.
      Borrower, each Lender and the Administrative Agent.
    

    
      SECTION 7.    Expenses.  The U.S. Borrower
      agrees to reimburse the Administrative Agent for its reasonable
      out-of-pocket expenses in connection with this Amendment to the extent
      required under Section 9.03 of the Credit Agreement.
    

    
      SECTION 8.    Headings.  The Section headings
      used herein are for convenience of reference only, are not part of this
      Amendment and are not to affect the construction of, or to be taken into
      consideration in interpreting, this Amendment.
    

    
      [Signature Pages Follow]
    

    

    

    
      
        

        

      

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

    
      


    


    	
           
        	
          USG CORPORATION,
        
	

        	
           
        
	

        	
          By
        
	

        	
           
        
	

        	
           
        	
          
            /s/ Matthew F. Hilzinger
          

        
	

        	

        	
          
            Name:
          

        	
          
            Matthew F. Hilzinger
          

        
	

        	

        	
          
            Title:
          

        	
          
            Executive Vice President and
Chief Financial Officer
          

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          
            JPMORGAN CHASE BANK, N.A.,
individually and as Administrative
            Agent,
          

        
	

        	
           
        
	

        	
          By
        
	

        	
           
        	
          /s/ Peter S. Predun
        
	

        	

        	
          
            Name:
          

        	
          
            Peter S. Predun
          

        
	

        	

        	
          
            Title:
          

        	
          
            Executive Director
          

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	

        	
          SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED
          CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2014, AMONG USG CORPORATION
          AND CGC INC., AS BORROWERS, THE LENDERS AND ISSUING BANKS PARTY
          THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN
          ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND WELLS FARGO
          BANK, N.A., AS CO-SYNDICATION AGENTS
        
	
           
        
	
           
        
	

        	
          Name of Institution:
        
	
           
        
	

        	
          Bank of America, N.A.
        
	
           
        
	
           
        
	

        	
          By
        	
          
            /s/ Robert J. Lund
          

        
	

        	
          Name:
        	
          Robert J. Lund
        
	

        	
          Title:
        	
          Senior Vice President
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	

        	
          SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED
          CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2014, AMONG USG CORPORATION
          AND CGC INC., AS BORROWERS, THE LENDERS AND ISSUING BANKS PARTY
          THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN
          ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND WELLS FARGO
          BANK, N.A., AS CO-SYNDICATION AGENTS
        
	
           
        
	
           
        
	

        	
          Name of Institution:
        
	
           
        
	

        	
          CITIBANK, N.A.
        
	
           
        
	
           
        
	

        	
          By
        	
          
            /s/ Thomas M. Halsch
          

        
	

        	
          Name:
        	
          Thomas M. Halsch
        
	

        	
          Title:
        	
          Vice President
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	

        	
          SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED
          CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2014, AMONG USG CORPORATION
          AND CGC INC., AS BORROWERS, THE LENDERS AND ISSUING BANKS PARTY
          THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN
          ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND WELLS FARGO
          BANK, N.A., AS CO-SYNDICATION AGENTS
        
	
           
        
	
           
        
	

        	
          Name of Institution:
        
	
           
        
	

        	
          Goldman Sachs Bank USA
        
	
           
        
	
           
        
	

        	
          By
        	
          
            /s/ Shital Bhatt
          

        
	

        	
          Name:
        	
          Shital Bhatt
        
	

        	
          Title:
        	
          Vice President
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	

        	
          SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED
          CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2014, AMONG USG CORPORATION
          AND CGC INC., AS BORROWERS, THE LENDERS AND ISSUING BANKS PARTY
          THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN
          ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND WELLS FARGO
          BANK, N.A., AS CO-SYNDICATION AGENTS
        
	
           
        
	
           
        
	

        	
          Name of Institution:
        
	
           
        
	

        	
          HSBC
        
	
           
        
	
           
        
	

        	
          
            By
          

        	
          
            /s/ Joseph A. Philbin
          

        
	

        	
          Name:
        	
          Joseph A. Philbin
        
	

        	
          Title:
        	
          Senior Vice President
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	

        	
          SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED
          CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2014, AMONG USG CORPORATION
          AND CGC INC., AS BORROWERS, THE LENDERS AND ISSUING BANKS PARTY
          THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN
          ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND WELLS FARGO
          BANK, N.A., AS CO-SYNDICATION AGENTS
        
	
           
        
	
           
        
	

        	
          Name of Institution:
        
	
           
        
	

        	
          The Northern Trust Company
        
	
           
        
	
           
        
	

        	
          By
        	
          
            /s/ Keith L. Burson
          

        
	

        	
          Name:
        	
          Keith L. Burson
        
	

        	
          Title:
        	
          Senior Vice President
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	

        	
          SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED
          CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2014, AMONG USG CORPORATION
          AND CGC INC., AS BORROWERS, THE LENDERS AND ISSUING BANKS PARTY
          THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN
          ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND WELLS FARGO
          BANK, N.A., AS CO-SYNDICATION AGENTS
        
	
           
        
	
           
        
	

        	
          Name of Institution:
        
	
           
        
	

        	
          Royal Bank of Canada
        
	
           
        
	
           
        
	

        	
          By
        	
          
            /s/ Raja Khanna
          

        
	

        	
          Name:
        	
          Raja Khanna
        
	

        	
          Title:
        	
          Authorized Signatory
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	

        	
          
            SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE FOURTH AMENDED AND
            RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2014, AMONG USG
            CORPORATION AND CGC INC., AS BORROWERS, THE LENDERS AND ISSUING
            BANKS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE
            AGENT, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN
            ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND WELLS FARGO
            BANK, N.A., AS CO-SYNDICATION AGENTS
          

        
	
           
        
	
           
        
	

        	
          
            Name of Institution:
          

        
	
           
        
	

        	
          
            SunTrust Bank
          

        
	
           
        
	
           
        
	

        	
          By
        	
          
            /s/ Pavo Hrkac
          

        
	

        	
          Name:
        	
          Pavo Hrkac
        
	

        	
          Title:
        	
          Vice President
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	

        	
          SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED
          CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2014, AMONG USG CORPORATION
          AND CGC INC., AS BORROWERS, THE LENDERS AND ISSUING BANKS PARTY
          THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN
          ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND WELLS FARGO
          BANK, N.A., AS CO-SYNDICATION AGENTS
        
	
           
        
	
           
        
	

        	
          Name of Institution:
        
	
           
        
	

        	
          TD Bank, N.A.
        
	
           
        
	
           
        
	

        	
          By
        	
          
            /s/ Antimo Barbieri
          

        
	

        	
          Name:
        	
          Antimo Barbieri
        
	

        	
          Title:
        	
          Vice President
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	

        	
          SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED
          CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2014, AMONG USG CORPORATION
          AND CGC INC., AS BORROWERS, THE LENDERS AND ISSUING BANKS PARTY
          THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN
          ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND WELLS FARGO
          BANK, N.A., AS CO-SYNDICATION AGENTS
        
	
           
        
	
           
        
	

        	
          Name of Institution:
        
	
           
        
	

        	
          U.S. Bank, National Association
        
	
           
        
	
           
        
	

        	
          By
        	
          
            /s/ Deborah Saffie
          

        
	

        	
          Name:
        	
          Deborah Saffie
        
	

        	
          Title:
        	
          Vice President
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	

        	
          SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED
          CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2014, AMONG USG CORPORATION
          AND CGC INC., AS BORROWERS, THE LENDERS AND ISSUING BANKS PARTY
          THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN
          ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND WELLS FARGO
          BANK, N.A., AS CO-SYNDICATION AGENTS
        
	
           
        
	
           
        
	

        	
          Name of Institution:
        
	
           
        
	

        	
          Wells Fargo Bank, NA
        
	
           
        
	
           
        
	

        	
          By
        	
          
            /s/ Kevin S. Fong
          

        
	

        	
          Name:
        	
          Kevin S. Fong
        
	

        	
          Title:
        	
          Authorized Signatory
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	

        	
          SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED
          CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2014, AMONG USG CORPORATION
          AND CGC INC., AS BORROWERS, THE LENDERS AND ISSUING BANKS PARTY
          THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN
          ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND WELLS FARGO
          BANK, N.A., AS CO-SYNDICATION AGENTS
        
	
           
        
	
           
        
	

        	
          Name of Institution:
        
	
           
        
	

        	
          Wells Fargo Capital Finance Corporation Canada
        
	
           
        
	
           
        
	

        	
          By
        	
          
            /s/ David G. Phillips
          

        
	

        	
          Name:
        	
          David G. Phillips
        
	

        	
          Title:
        	
          Senior Vice President
        
	

        	

        	
          Credit Officer, Canada