EXHIBIT 10.43
 DATED 10 NOVEMBER 2009
 GYPSUM TRANSPORTATION LIMITED
(as borrower)
 -and-
 USG CORPORATION
(as guarantor)
 -and-
 DVB BANK SE
(as lender)
 -and-
 DVB BANK SE
(as agent)
 -and-
 DVB BANK SE
(as security trustee)
 
 SECOND SUPPLEMENTAL AGREEMENT TO SECURED
LOAN FACILITY AGREEMENT DATED 21 OCTOBER 2008
 
 STEPHENSON HARWOOD
One, St. Pauls Churchyard
London EC4M 8SH
Tel: +44 (0)20 7329 4422
Fax: +44 (0)20 7329 7100
Ref: 1313/48-01497




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CONTENTS
 Page1
    
    Interpretation
    
    
    22
    
    Condition
    
    
    23
    
    Representations and Warranties
    
    
    34
    
    Amendments to Loan Agreement
    
    
    35
    
    Amendments to Guarantee
    
    
    46
    
    Confirmation and Undertaking
    
    
    57
    
    Communications, Law and Jurisdiction
    
    
    6SCHEDULE 1
    
    
    7The Lenders
    
    
    7SCHEDULE 2
    
    
    8Effective Date Confirmation
    
    
    8SCHEDULE 3
    
    
    9Form of Compliance Certificate
    
    
    9SCHEDULE 4
    
    
    10Form of Compliance Certificate
    
    
    10




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SECOND SUPPLEMENTAL AGREEMENT
 Dated: 10 November 2009
 BETWEEN:
 (1)
    
    GYPSUM TRANSPORTATION LIMITED, a company incorporated according to the law of Bermuda, with
registered office at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (the
Borrower); and
 (2)
    
    USG CORPORATION,a company incorporated according to the law of the state of Delaware whose
principal executive office is at 550 West Adams Street, Chicago, Illinois 60661 (the
Guarantor); and
 (3)
    
    the banks listed in Schedule 1, each acting through its office at the address indicated
against its name in Schedule 1 (together the Lenders and each a Lender); and
 (4)
    
    DVB BANK SE, with its registered office in Frankfurt and acting as agent through its office
at Parklaan 2, 3016BB Rotterdam, The Netherlands (in that capacity the Agent); and
 (5)
    
    DVB BANK SE, with its registered office in Frankfurt and acting as security trustee through
its office at Parklaan 2, 3016BB Rotterdam, The Netherlands (in that capacity the Security
Trustee).
 SUPPLEMENTAL TO Original Loan Agreement First Supplemental
Agreement Loan Agreement Loan
 WHEREAS
 (A)
    
    The Lenders, the Borrower and the Guarantor have agreed to vary certain terms of the Loan
Agreement and the Guarantee.




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(B)
    
    The Lenders, the Borrower and the Guarantor have agreed to amend the Loan Agreement and the
Guarantee on the terms and subject to the conditions contained in this Supplemental Agreement.
 IT IS AGREED THAT
 1
    
    Interpretation
 1.1
    
    In this Supplemental Agreement Effective Date means the date on which the
Agent confirms to the Borrower and the Guarantor in writing substantially in the form
set out in Schedule 2 that the condition referred to in Clause 2.1 has been satisfied,
which confirmation the Agent shall be under no obligation to give if either a Potential
Event of Default or an Event of Default shall have occurred.1.2
    
    In this Supplemental Agreement Finance Parties means the Agent, the Security
Trustee and the Lenders.1.3
    
    In this Supplemental Agreement Security Parties means all parties to this
Supplemental Agreement other than the Finance Parties.1.4
    
    All words and expressions defined in the Loan Agreement shall have the same
meaning when used in this Supplemental Agreement unless the context otherwise requires,
and clause 1.2 of the Loan Agreement shall apply to the interpretation of this
Supplemental Agreement as if it were set out in full.
 2
    
    Condition
 2.1
    
    As condition for the agreement of the Finance Parties to amend the Loan
Agreement and the Guarantee and for the effectiveness of Clauses 4 and 5, the Security
Parties shall deliver or cause to be delivered to or to the order of the Agent a
certificate from a duly authorised officer of each of the Security Parties confirming
that none of the documents delivered to the Agent pursuant to clauses 3.1.1 and 3.1.3
of the Loan Agreement have been amended or modified in any way since the date of their
delivery to the Agent, or copies, certified by a duly authorised officer of the
Security Party in question as true, complete, accurate and neither amended nor revoked,
of any which have been amended or modified.
 2.2
    
    All documents and evidence delivered to the Agent pursuant to this Clause shall:
 2




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2.2.1
    
    be in form and substance acceptable to the Agent;2.2.2
    
    be accompanied, if required by the Agent, by translations into
the English language, certified in a manner acceptable to the Agent; and2.2.3
    
    if reasonably required by the Agent, be certified, notarised,
legalised, apostilled or attested in a manner acceptable to the Agent.
 3
    
    Representations and WarrantiesEach of the representations and warranties contained in clause 4, except for clauses 4.1.6
and 4.1.9, of the Loan Agreement and in clause 2, except clauses 2.6, 2.9 and 2.12, of the
Guarantee shall be deemed repeated by the Borrower and the Guarantor respectively at the
date of this Supplemental Agreement and at the Effective Date, by reference to the facts and
circumstances then pertaining, as if references to the Security Documents included this
Supplemental Agreement.4
    
    Amendments to Loan Agreement
 4.1
    
    With effect from the Effective Date:
 4.1.1
    
    the following definitions shall be deleted from clause 1.1 of
the Loan Agreement:BorrowingsDebt ServiceEBITDAMarket Adjusted Net WorthValue Adjusted EquityValue Adjusted Total AssetsValue Adjusted Total Liabilities4.1.2
    
    clause 10.2.2 of the Loan Agreement shall be amended with
the words one hundred and twenty five per centum (125%) being deleted and
replaced with one hundred and thirty three and one third per
centum
(1331/3%);
 3




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4.1.3
    
    clauses 10.3.1, 10.3.2 and 10.3.4 of the Loan Agreement shall
be deleted;
 4.1.4
    
    the Borrower shall not be required to perform, or enforce the
performance of the other party thereto, any of the provisions of that certain
COA dated as of January 1, 2008, between the Borrower and United States Gypsum
Company; and
 4.1.5
    
    schedule 5 of the Loan Agreement shall be deleted and replaced
with the form of compliance certificate attached as Schedule 3 to this
Supplemental Agreement.
 4.2
    
    All other terms and conditions of the Loan Agreement shall remain unaltered and
in full force and effect.
 5
    
    Amendments to Guarantee
 5.1
    
    With effect from the Effective Date:
 5.1.1
    
    a new definition of Cash Reserves shall be added to clause
1.1 of the Guarantee that shall read:
 Cash Reserves means the aggregate amount of cash and cash equivalents set
forth on the Guarantors consolidated balance sheet in accordance with
generally accepted accounting principles in the United States of
America plus the aggregate amount then available for borrowing under
the committed credit lines of the Guarantor and its consolidated
subsidiaries.
 5.1.2
    
    a new definition of Liquidity shall be added to clause 1.1
of the Guarantee that shall read:
 Liquidity means the sum of Cash Reserves and Marketable Securities.
 5.1.3
    
    a new definition of Marketable Securities shall be added to
clause 1.1 of the Guarantee that shall read:
 Marketable Securities means the aggregate amount of marketable securities
set forth on the Guarantors consolidated balance sheet in
 4




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accordance with generally accepted accounting principles in the United
States of America.
 5.1.4
    
    a new clause 8.3 shall be added to the Guarantee that shall read:
 8.3
    
    The Guarantor covenants that, throughout the
Facility Period, its Liquidity will be at all times at least one
hundred and seventy five million Dollars ($175,000,000).
 5.1.5
    
    a new clause 9.4 shall be added to the Guarantee that shall
read:
 9.4
    
    on a semi annual basis, a compliance
certificate substantially in the form of Schedule 1, duly signed by an
officer of the Guarantor, evidencing compliance with the covenant
contained in Clause 8.3.
 5.1.6
    
    a schedule 1 shall be added to the Guarantee that shall be in
the form attached as Schedule 4 to this Supplemental Agreement.
 5.2
    
    All other terms and conditions of the Guarantee shall remain unaltered and in
full force and effect.
 6
    
    Confirmation and Undertaking
 6.1
    
    Each of the Security Parties confirms that all of its respective obligations
under or pursuant to each of the Security Documents to which it is a party remain in
full force and effect, despite the amendments to the Loan Agreement made in the First
Supplemental Agreement and in this Supplemental Agreement, as if all references in any
of the Security Documents to the Loan Agreement were references to the Loan Agreement
as amended and supplemented by the First Supplemental Agreement and this Supplemental
Agreement.
 6.2
    
    The definition of any term defined in any of the Security Documents shall, to
the extent necessary, be modified to reflect the amendments to the Loan Agreement made
in or pursuant to the First Supplemental Agreement and this Supplemental Agreement.
 5




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7
    
    Communications, Law and JurisdictionThe provisions of clauses 16 and 19 of the Loan Agreement shall apply to this Supplemental
Agreement as if they were set out in full and as if references to the Loan Agreement were
references to this Supplemental Agreement and references to the Borrower were references to
the Security Parties.
 6




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SCHEDULE 1
 The Lenders
 Names
 
 
 7




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SCHEDULE 2
 Effective Date Confirmation
 To:
    
    Gypsum Transportation Limited
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
 To:
    
    USG Corporation
550 West Adams Street
Chicago
Illinois 60661
 Supplemental Agreement Loan Agreement
  Dated:
    
    2009
 Signed:For and on behalf ofDVB BANK SE
 8




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SCHEDULE 3
 Form of Compliance Certificate
 To:
    
    DVB Bank SE (as agent and security trustee)
  Agreement
  1.
    
    Our Cash Reserves are [           ].2.
    
    The current Valuations of the Vessels show an aggregate value of [           ].
   [Brief details to be inserted]
  Gypsum Transportation Limited
 9




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SCHEDULE 4
 Form of Compliance Certificate
 To:
    
    DVB Bank SE (as agent and security trustee)
  Guarantee
  1.
    
    Our Cash Reserves are [           ];
 Our Marketable Securities are [                               ]; and our
 Liquidity is therefore [           ].
   USG Corporation
 10




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IN WITNESS
 SIGNED SEALED and DELIVERED as
    )a DEEDby
    )GYPSUM TRANSPORTATION LIMITED
    )acting by Michael Ensminger
    )
    
    

    
    
    /s/ Michael Ensminger)its duly authorised Attorney
    ))in the presence of: Daniel Gordon
    )
    
    

    
    
    /s/ Daniel GordonSIGNED SEALED and DELIVERED as
    )a DEEDby
    )USG CORPORATION
    )acting by Karen L. Leets
    )
)
    
    

    
    
    /s/ Karen L. Leetsits duly authorised Vice
President & Treasurer
    ))in the presence of: Ellis A. Regenbogen
    )
    
    

    
    
    /s/ Ellis A. RegenbogenSIGNED SEALED and DELIVERED as
    )a DEEDby
    )DVB BANK SE(as a Lender)
    )acting by Doina van Tooren Rotari
    )
    
    

    
    
    /s/ Doina van Tooren Rotari)its duly authorised
    ))in the presence of: Petro Zynber
    )
    
    

    
    
    /s/ Petro ZynberSIGNED SEALED and DELIVERED as
    )a DEEDby
    )DVB BANK SE(as Agent)
    )acting by Doina van Tooren Rotari
    )
    
    

    
    
    /s/ Doina van Tooren Rotari)its duly authorised
    ))in the presence of: Petro Zynber
    )
    
    

    
    
    /s/ Petro Zynber
 11




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SIGNED SEALED and DELIVERED as
    )a DEEDby
    )DVB BANK SE(as Security Trustee)
    )acting by Doina van Tooren Rotari
    )
    
    

    
    
    /s/ Doina van Tooren Rotari)its duly authorised
    ))in the presence of: Petro Zynber
    )
    
    

    
    
    /s/ Petro Zynber
 12