Filed by Bowne Pure Compliance





Exhibit 10.2




EXECUTION VERSION




DATED 21 October 2008




USG CORPORATION




- to -




DVB BANK SE




 






GUARANTEE

AND

INDEMNITY




 






STEPHENSON HARWOOD

One, St. Paul’s Churchyard

London EC4M 8SH

Tel: 020 7329 4422

Fax: 020 7329 7100

Ref: 814



 


 









 





CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	1 Definitions and Interpretation
	 	 	3	 
	 
	 	 	 	 
	2 Representations and Warranties
	 	 	4	 
	 
	 	 	 	 
	3 Guarantee and Indemnity
	 	 	6	 
	 
	 	 	 	 
	4 Continuing Security
	 	 	6	 
	 
	 	 	 	 
	5 Preservation of Guarantor’s Liability
	 	 	7	 
	 
	 	 	 	 
	6 Preservation of Agent’s Rights
	 	 	8	 
	 
	 	 	 	 
	7 Other Security
	 	 	10	 
	 
	 	 	 	 
	8 Covenants
	 	 	10	 
	 
	 	 	 	 
	9 Financial Information
	 	 	11	 
	 
	 	 	 	 
	10 Payments
	 	 	12	 
	 
	 	 	 	 
	11 Currency
	 	 	13	 
	 
	 	 	 	 
	12 Set-Off and Lien
	 	 	13	 
	 
	 	 	 	 
	13 Appropriation
	 	 	13	 
	 
	 	 	 	 
	14 Communications
	 	 	14	 
	 
	 	 	 	 
	15 Law and Jurisdiction
	 	 	14	 
	 
	 	 	 	 
	16 Miscellaneous
	 	 	15	 
	 
	 	 	 	 







 


 









 







GUARANTEE AND INDEMNITY




Dated: 21 October 2008




BY:





	(1)	 	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”);






IN FAVOUR OF:





	(2)	 	DVB BANK SE with its registered office in Frankfurt and acting through its office at Parklaan
2, 3016BB Rotterdam, The Netherlands acting as agent and security trustee (“the Agent”).






WHEREAS:-





	(A)	 	Each of the Banks has agreed to lend to Gypsum Transportation Limited a company incorporated
according to the law of Bermuda (“the Borrower”), its Commitment of an aggregate amount not
exceeding ninety million Dollars ($90,000,000) (“the Loan”) on the terms and subject to the
conditions set out in a Loan Agreement dated                        2008 made between the
Borrower, the Banks and the Agent (“the Loan Agreement”).







	(B)	 	Pursuant to the Loan Agreement, and as a condition precedent to the obligations of the Banks
to make the Loan available to the Borrower, the Borrower has, amongst other things, agreed to
procure that the Guarantor execute and deliver this Guarantee and Indemnity in favour of the
Agent.






THIS DEED WITNESSES as follows:-





	1	 	Definitions and Interpretation







	 	1.1	 	In this Guarantee and Indemnity:-







	 	1.1.1	 	“the Borrower’s Security Documents” means those of the
Security Documents to which the Borrower is at any time during the Facility
Period a party;







	 	1.1.2	 	“the Guarantor’s Liabilities” means all of the liabilities and
obligations of the Guarantor to the Agent under or pursuant to this Guarantee
and
Indemnity, whether actual or contingent, including (without limitation) Interest;





 


 









 





	 	1.1.3	 	“Interest” means interest at the Default Rate;







	 	1.1.4	 	“Surety” means any person (other than the Borrower or the
Guarantor) who has given or who may in the future give to the Agent any
security, guarantee or indemnity for or in relation to the Indebtedness.







	 	1.2	 	All words and expressions defined in the Loan Agreement shall have the same
meaning when used in this Guarantee and Indemnity unless the context otherwise requires
and clause 1.2 of the Loan Agreement shall apply to the interpretation of this
Guarantee and Indemnity as if it were set out in full.







	2	 	Representations and Warranties







The Guarantor represents and warrants to the Agent at the date of this Guarantee and
Indemnity and, except for clauses 2.2, 2.6, 2.9 and 2.12 (by reference to the facts and
circumstances then pertaining), at each Interest Payment Date as follows.




	 	2.1	 	The Guarantor is a body corporate duly constituted and existing and in good
standing under the law of its state of incorporation with perpetual corporate existence
and the power to sue and be sued, to own its assets, to carry on its business and to
enter into this Guarantee and Indemnity.







	 	2.2	 	The Guarantor is not insolvent or in liquidation or administration or subject
to any other insolvency procedure, and no receiver, administrative receiver,
administrator, liquidator, trustee or analogous officer has been appointed in respect
of the Guarantor or all or any part of its assets.







	 	2.3	 	This Guarantee and Indemnity when duly executed and delivered by the Guarantor
will constitute the legal, valid and binding obligations of the Guarantor enforceable
against the Guarantor in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganisation, 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.







	 	2.4	 	All acts, conditions and things required to be done and satisfied by the
Guarantor prior to the execution and delivery of this Guarantee and Indemnity in order
to
constitute this Guarantee and Indemnity the legal, valid and binding obligations of
the Guarantor in accordance with its terms have been done and, satisfied in
compliance with all applicable laws.





 


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	 	2.5	 	All (if any) consents, licences, approvals and authorisations of, or
registrations with or declarations to, any governmental authority, bureau or agency
which may be required of the Guarantor in connection with the execution, delivery,
performance, validity or enforceability of this Guarantee and Indemnity have been
obtained or made and remain in full force and effect and the Guarantor is not aware of
any event or circumstance which could reasonably be expected adversely to affect the
right of the Guarantor to hold and/or obtain renewal of any such consents, licences,
approvals or authorisations.







	 	2.6	 	The Guarantor, subject to not being in contravention of U.S. laws and excluding
general market conditions, is not aware of any material facts or circumstances which
have not been disclosed to the Agent and which the Guarantor reasonably believes might,
if disclosed as at the date hereof, have adversely affected the decision of a person
considering whether or not to make loan facilities of the nature contemplated by the
Loan Agreement available to the Borrower.







	 	2.7	 	There is no action, suit, arbitration or administrative proceeding nor any
contemplated action, suit, arbitration or administrative proceeding pending or to its
knowledge about to be pursued before any court, tribunal or governmental or other
authority which would, or would be likely to, have a materially adverse effect on the
business, assets, financial condition or creditworthiness of the Guarantor.







	 	2.8	 	The execution, delivery and performance of this Guarantee and Indemnity will
not contravene any material restriction or any material law binding on the Guarantor or
the constitutional documents of the Guarantor, nor result in the creation of, nor
oblige the Guarantor to create, any Encumbrance over all or any of its assets.







	 	2.9	 	The Guarantor is not required to make any deduction or withholding from any
payment which it may be obliged to make to the Agent under or pursuant to this
Guarantee and Indemnity.





 


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	 	2.10	 	It is not necessary to ensure the legality, validity, enforceability or
admissibility in evidence of this Guarantee and Indemnity that it be filed, recorded or
enrolled with any governmental authority or agency in any country nor stamped with any
stamp or similar transaction tax.







	 	2.11	 	The Guarantor is not in breach of or in default under any agreement of any sort
binding on it or on all or any part of its assets which would or would be likely to,
have a Material Adverse Effect.







	 	2.12	 	The Guarantor does not have an established place of business in the United
Kingdom.







	3	 	Guarantee and Indemnity







In consideration of the Banks making the Loan available to the Borrower, the Guarantor:-




	 	3.1	 	irrevocably and unconditionally guarantees to the Agent to discharge the
Indebtedness due from time to time on demand, together with Interest on the amount
demanded and due from the date of demand until the date of payment, both before and
after judgement; and







	 	3.2	 	agrees, as a separate and independent obligation, that, if any of the
Indebtedness is not recoverable from the Guarantor under Clause 3.1 for any reason, the
Guarantor will be liable to the Agent as a principal debtor by way of indemnity for the
same amount as that for which the Guarantor would have been liable had that
Indebtedness been recoverable, and agrees to discharge its liability under this
Clause 3.2 from time to time on demand together with Interest on the amount demanded
from the date of demand until the date of payment, both before and after judgement.







	4	 	Continuing Security







This Guarantee and Indemnity is a continuing security for the full amount of the
Indebtedness from time to time and shall remain in force notwithstanding the liquidation of
the Borrower or any change in the constitution of the Borrower or of the Agent or the
absorption of or amalgamation by the Agent or any Bank in or with any other entity or the
acquisition of all or any part of the assets or undertaking of the Agent or any Bank by any
other entity.


 


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	5	 	Preservation of Guarantor’s Liability







	 	5.1	 	The Agent may without the Guarantor’s consent and without notice to the
Guarantor and without in any way releasing or reducing the Guarantor’s Liabilities:-







	 	5.1.1	 	amend, novate, supplement or replace any of the Borrower’s
Security Documents;







	 	5.1.2	 	agree with the Borrower to increase or reduce the amount of
the Loan, or vary the terms and conditions for its repayment or prepayment
(including, without limitation, the rate and/or method of calculation of
interest payable on the Loan);







	 	5.1.3	 	allow to the Borrower or to any other person any time or other
indulgence;







	 	5.1.4	 	renew, vary, release or refrain from enforcing any of the
Borrower’s Security Documents or any other security, guarantee or indemnity
which the Agent may now or in the future hold from the Borrower or from any
other person;

	 
	 	5.1.5	 	compound with the Borrower or any other person;







	 	5.1.6	 	enter into, renew, vary or terminate any other agreement or
arrangement with the Borrower or any other person; or







	 	5.1.7	 	make any concession to the Borrower or do or omit or neglect
to do anything which might, but for this provision, operate to release or
reduce the liability of the Guarantor under this Guarantee and Indemnity.







	 	5.2	 	The liability of the Guarantor under this Guarantee and Indemnity shall not be
affected by:-







	 	5.2.1	 	the absence of, or any defective, excessive or irregular
exercise of, any of the powers of the Borrower or of any Surety;







	 	5.2.2	 	any security given or payment made to the Agent by the
Borrower or any other person being avoided or reduced under any law (whether
English or
foreign) relating to bankruptcy or insolvency or analogous circumstance in
force from time to time;





 


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	 	5.2.3	 	the liquidation, administration, receivership or insolvency of
the Guarantor;







	 	5.2.4	 	any other security, guarantee or indemnity now or in the
future held by the Agent being defective, void or unenforceable, or the failure
of the Agent to take any security, guarantee or indemnity;







	 	5.2.5	 	any compromise or arrangement under Part I or Part VII of the
Insolvency Act 1986 or section 425 of the Companies Act 1985 or under any (in
the opinion of the Agent) analogous provision of any foreign law;







	 	5.2.6	 	the novation of any of the Indebtedness;







	 	5.2.7	 	anything which would not have released or reduced the
liability of the Guarantor to the Agent had the liability of the Guarantor
under Clause 3.1 been as a principal debtor of the Agent and not as a
guarantor.







	6	 	Preservation of Agent’s Rights







	 	6.1	 	This Guarantee and Indemnity is in addition to any other security, guarantee or
indemnity now or in the future held by the Agent in respect of the Indebtedness,
whether from the Borrower, the Guarantor or any other person, and shall not merge with,
prejudice or be prejudiced by any such security, guarantee or indemnity or any
contractual or legal right of the Agent.







	 	6.2	 	Any release, settlement, discharge or arrangement relating to the liabilities
of the Guarantor under this Guarantee and Indemnity shall be conditional on no payment,
assurance or security received by the Agent in respect of the Indebtedness being
avoided or reduced under any law (whether English or foreign) in force from time to
time relating to bankruptcy, insolvency or any (in the opinion of the Agent) analogous
circumstance, and, after any such avoidance or reduction, the Agent shall be entitled
to exercise all of its rights, powers, discretions and remedies under or pursuant to
this Guarantee and Indemnity and/or any other rights, powers, discretions or remedies
which it would otherwise
have been entitled to exercise, as if no release, settlement, discharge or
arrangement had taken place.





 


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	 	6.3	 	Following the repayment of the Indebtedness, the Agent shall be entitled to
retain any security which it may hold for the liabilities of the Guarantor under this
Guarantee and Indemnity until the Agent is satisfied in its discretion that it will not
have to make any payment under any law referred to in Clause 6.2.







	 	6.4	 	Until all claims of the Agent in respect of the Indebtedness have been
discharged in full:-







	 	6.4.1	 	the Guarantor shall not be entitled to participate in any
security held or sums received by the Agent in respect of all or any part of
the Indebtedness;







	 	6.4.2	 	the Guarantor shall not stand in the place of, or be
subrogated for, the Agent in respect of any security, nor take any step to
enforce any claim against the Borrower or any Surety (or their respective
estates or effects), nor claim or exercise any right of set off or counterclaim
against the Borrower or any Surety, nor make any claim in the bankruptcy or
liquidation of the Borrower or any Surety in respect of any sums paid by the
Guarantor to the Agent or in respect of any sum which includes the proceeds of
realisation of any security at any time held by the Agent in respect of any of
the Guarantor’s Liabilities; and







	 	6.4.3	 	the Guarantor shall not take any steps to enforce any claim
which it may have against the Borrower or any Surety without the prior written
consent of the Agent, and then only on such terms and subject to such
conditions as the Agent may impose.







	 	6.5	 	The Guarantor’s Liabilities shall be continuing for all purposes (including
Interest) and every sum of money which may now or in the future be or become due or
owing to the Agent by the Borrower in respect of the Indebtedness (or which would have
become due or owing had it not been for the bankruptcy, liquidation or insolvency of
the Borrower) shall be deemed to continue due and owing to the Agent by the Borrower
until such sum is actually repaid to the Agent, notwithstanding the bankruptcy,
liquidation or insolvency of the Borrower.





 


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	 	6.6	 	The Agent may, but shall not be obliged to, resort for its own benefit to any
other means of payment at any time and in any order it thinks fit without releasing or
reducing the Guarantor’s Liabilities.







	 	6.7	 	The Agent may enforce this Guarantee and Indemnity either before or after
resorting to any other means of payment without entitling the Guarantor to any benefit
from or share in any such other means of payment until the expiry of the Facility
Period.







	7	 	Other Security







The Guarantor confirms that it has not taken, and will not take without the prior written
consent of the Agent (and then only on such terms and subject to such conditions as the
Agent may impose), any security from the Borrower or from any Surety in connection with this
Guarantee and Indemnity, and any security taken by the Guarantor notwithstanding this Clause
shall be held by the Guarantor in trust for the Agent absolutely as a continuing security
for the Guarantor’s Liabilities.




	8	 	Covenants







	 	8.1	 	The Guarantor covenants with the Agent that it will not without the Agent’s
prior written consent:-







	 	8.1.1	 	permit any Change of Control or change in the general nature
of the business of the Borrower from that advised to the Agent at the date of
this Guarantee and Indemnity; nor







	 	8.1.2	 	permit the Borrower to acquire any new vessels nor permit the
Borrower to create or permit to arise or continue any Encumbrance other than a
Permitted Encumbrance or other third party right on or over all or any material
part of its present or future assets or undertakings.







	 	8.2	 	The Guarantor covenants that, throughout the Facility Period, it will ensure
compliance by the Borrower with its obligations under clause 10.3 of the Loan
Agreement.





 


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	9	 	Financial Information







The Guarantor will deliver to the Agent without request:-




	 	9.1	 	a copy of its annual consolidated financial statements for each financial year
of the Guarantor ending during the Facility Period, containing (amongst other things)
the Guarantor’s profit and loss account for, and balance sheet at the end of, each such
financial year, prepared in accordance with generally accepted accounting principles
and practices applicable to companies incorporated in the Guarantor’s country of
incorporation consistently applied, and audited by a firm of chartered accountants (or
equivalent) acceptable to the Agent (currently Deloitte), in each case within 180 days
of the end of the financial year to which they relate together with disclosures with
regard to off-balance sheet arrangements. The Guarantor will also supply to the Agent
its semi-annual interim financial statements in each case within three months of the
end of the reported period; and







	 	9.2	 	copies of all periodic and other reports, proxy statements and other materials
lodged by the Guarantor with the Untied States Securities and Exchange Commission, or
distributed by the Guarantor to its shareholders generally, promptly after they become
publicly available; and







	 	9.3	 	all other information which the Agent may reasonably require from time to time
relating to the financial position of the Guarantor.






 


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	10	 	Payments







	 	10.1	 	All amounts payable by the Guarantor under or pursuant to this Guarantee and
Indemnity shall be paid to such accounts at such banks as the Agent may from time to
time direct to the Guarantor and (unless payable in any other Currency of Account)
shall be paid in Dollars in same day funds (or such funds as are required by the
authorities in the United States of America for settlement of international payments)
for immediate value. Payment shall be deemed to have been received by the Agent on the
date on which the Agent receives authenticated advice of receipt, unless that advice is
received by the Agent on a day other than a Business Day or at a time of day (whether
on a Business Day or not) when the Agent in its discretion considers that it is
impossible or impracticable for the Agent to utilise
the amount received for value that same day, in which event the payment in question
shall be deemed to have been received by the Agent on the Business Day next
following the date of receipt of advice by the Agent.







	 	10.2	 	All payments to be made by the Guarantor pursuant to this Guarantee and
Indemnity shall, subject only to Clause 10.3, be made free and clear of and without
deduction for or on account of any Taxes or other deductions, withholdings,
restrictions, conditions or counterclaims of any nature, and the Guarantor will not
claim any equity in respect of any payment due from it to the Agent under or in
relation to this Guarantee and Indemnity.







	 	10.3	 	If at any time any Law requires the Guarantor to make any deduction or
withholding from any payment to be made by the Guarantor under this Guarantee and
Indemnity, the Guarantor will promptly notify the Agent and, simultaneously with making
that payment, will pay to the Agent whatever additional amount (after taking into
account any additional Taxes on, or deductions or withholdings from that additional
amount) is necessary to ensure that, after making the deduction or withholding, the
Agent receives a net sum equal to the sum which it would have received had no deduction
or withholding been made.







	 	10.4	 	If at any time the Guarantor is required by Law to make any deduction or
withholding from any payment to be made by it pursuant to this Guarantee and Indemnity,
the Guarantor will pay the amount required to be deducted or withheld to the relevant
taxing authority within the time allowed under the applicable Law and will, no later
than thirty days after making that payment, deliver to the Agent an original receipt
issued by the relevant taxing authority, or other evidence reasonably acceptable to the
Agent, evidencing the payment to that taxing authority of all amounts required to be
deducted or withheld.







	 	10.5	 	Interest will be payable both before and after judgement on a daily basis and
on the basis of a 360 day year and compounded at such intervals as the Agent shall in
its discretion determine.






 


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	11	 	Currency







	 	11.1	 	The Guarantor’s liability under this Guarantee and Indemnity is to discharge
the Indebtedness in the Currency of Account.







	 	11.2	 	If at any time the Agent receives (including by way of set off) any payment by
or on behalf of the Guarantor in a currency other than the Currency of Account, that
payment shall take effect as a payment to the Agent of the amount in the Currency of
Account which the Agent is able to purchase (after deduction of any relevant costs)
with the amount of the payment so received in accordance with its usual practice.







	 	11.3	 	To the extent that any payment to the Agent (whether by the Guarantor or any
other person and whether under any judgement or court order or otherwise) in a currency
other than the Currency of Account shall on actual conversion into the Currency of
Account fall short of the relevant liability of the Borrower expressed in the Currency
of Account then the Guarantor as a separate and independent obligation will indemnify
the Agent against the shortfall.







	12	 	Set-Off and Lien







	 	12.1	 	The Guarantor irrevocably authorises the Agent at any time to set off without
notice of the Guarantor’s Liabilities to the Agent (whether present or future, actual
or contingent, and irrespective of the branch or office, currency or place of payment)
against any credit balance from time to time standing on any account of the Guarantor
(whether current or otherwise and whether or not subject to notice) with any branch of
the Agent and, in the name of the Agent or the Guarantor, to do all acts (including,
without limitation, converting or exchanging any currency) and execute all documents
which may be required to effect such application.







	 	12.2	 	The Guarantor irrevocably authorises the Agent at any time to use the whole or
any part of any credit balance from time to time standing on any of the Guarantor’s
accounts with any branch of the Agent to purchase the Currency of Account as if it were
a receipt in accordance with Clause 11.







	13	 	Appropriation







The Guarantor irrevocably authorises the Agent to apply all sums which the Agent may receive
under or in connection with this Guarantee and Indemnity in or towards satisfaction, or by
way of retention on account, of the Indebtedness, in accordance with Clause 12.3 of the Loan
Agreement.


 


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	14	 	Communications







The provisions of clause 16 of the Loan Agreement shall (mutatis mutandis) apply to this
Guarantee and Indemnity as if it were set out in full with references to this Guarantee and
Indemnity substituted for references to the Loan Agreement for communications to the Agent,
and any communication to the Guarantor may be given, delivered, made or served (as the case
may be) under or in relation to this Guarantee and Indemnity addressed to:




USG Corporation

550 West Adams Street

Chicago

Illinois 60661



	 	 	 	 	 	 	 
	 

	 	Attention
	 	(a)
	 	Vice President and Treasurer
	 

	 	 	 	 	 	Fax no: +1 312 672 5415; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	Corporate Secretary
	 

	 	 	 	 	 	Fax no: +1 312 672 7748.







	15	 	Law and Jurisdiction







	 	15.1	 	This Guarantee and Indemnity shall in all respects be governed by and
interpreted in accordance with English law.







	 	15.2	 	For the exclusive benefit of the Agent, the Guarantor irrevocably agrees that
the courts of England are to have jurisdiction to settle any disputes which may arise
out of or in connection with this Guarantee and Indemnity and that any Proceedings may
be brought in those courts.







	 	15.3	 	Nothing contained in this Clause shall limit the right of the Agent to commence
any Proceedings against the Guarantor in any other court of competent jurisdiction nor
shall the commencement of any Proceedings against the Guarantor in one or more
jurisdictions preclude the commencement of any Proceedings in any other jurisdiction,
whether concurrently or not.







	 	15.4	 	The Guarantor irrevocably waives any objection which it may now or in the
future have to the laying of the venue of any Proceedings in any court referred to in
this Clause and any claim that those Proceedings have been brought in an inconvenient
or inappropriate forum, and irrevocably agrees that a judgement in any Proceedings
commenced in any such court shall be conclusive and binding on it and may be enforced
in the courts of any other jurisdiction.







	 	15.5	 	Without prejudice to the right of the Agent to use any other method of service
permitted by law, the Guarantor irrevocably agrees that any writ, notice, judgement or
other legal process shall be sufficiently served on it if addressed to the Guarantor
and left at or sent by post to the Address for Service, and in that event shall be
conclusively deemed to have been served at the time of leaving, or if posted, upon
receipt.






 


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	16	 	Miscellaneous







	 	16.1	 	The Guarantor agrees that it is, and will throughout the Facility Period
remain, a principal debtor in respect of the Guarantor’s Liabilities and not a surety
for any Surety.







	 	16.2	 	No failure or delay on the part of the Agent in exercising any right, power,
discretion or remedy under or pursuant to this Guarantee and Indemnity nor any actual
or alleged course of dealing between the Agent and the Guarantor shall operate as a
waiver of, or acquiescence in, any default on the part of the Guarantor, unless
expressly agreed to do so in writing by the Agent, nor shall any single or partial
exercise by the Agent of any right, power, discretion or remedy preclude any other or
further exercise of that right, power, discretion or remedy or the exercise by the
Agent of any other right, power, discretion or remedy.







	 	16.3	 	If at any time any provision of this Guarantee and Indemnity is invalid,
illegal or unenforceable in any respect that provision shall be severed from the
remainder and the validity, legality and enforceability of the remaining provisions
shall not be affected or impaired in any way.







	 	16.4	 	This Guarantee and Indemnity shall be binding on the Guarantor and on its
successors and permitted assignees and transferees, and shall inure to the benefit of
the Agent and its respective successors, transferees and assignees. The Guarantor may
not assign nor transfer any of its rights (if any) or obligations under or pursuant to
this Guarantee and Indemnity without the prior written consent of the Agent.





 


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	 	16.5	 	If any provision of this Guarantee and Indemnity shall be invalid or
unenforceable in whole or in part by reason of any present or future law or any
decision of any court, or if the documents at any time held by the Agent are considered
by the
Agent for any reason insufficient to carry out the terms of this Guarantee and
Indemnity, then from time to time the Guarantor will promptly, on demand by the
Agent, execute or procure the execution of such further documents as in the opinion
of the Agent are necessary to provide an adequate guarantee and indemnity for the
repayment of the Indebtedness.







	 	16.6	 	Any certificate or statement signed by an authorised signatory of the Agent
purporting to show the amount of the Indebtedness or of the Guarantor’s Liabilities (or
any part of any of them) or any other amount referred to in any of the Security
Documents shall, save for manifest error or on any question of law, be conclusive
evidence as against the Guarantor of that amount.







	 	16.7	 	The representations and warranties on the part of the Guarantor contained in
this Guarantee and Indemnity shall survive the execution of this Guarantee and
Indemnity.







	 	16.8	 	This Guarantee and Indemnity may be executed in any number of counterparts each
of which shall be original but which shall together constitute the same instrument.







	 	16.9	 	This Guarantee and Indemnity constitutes the entire agreement between the Agent
and the Guarantor in relation to its subject matter, and no amendment or variation of
the terms of this Guarantee and Indemnity shall be valid unless in writing and signed
on behalf of the Guarantor and the Agent.







	 	16.10	 	The Agent may continue the account(s) of the Borrower or open one or more new
accounts for the Borrower notwithstanding demand under this Guarantee and Indemnity,
and the Guarantor’s liability at the date of demand shall not be released or affected
by any subsequent payment into or out of any of the Borrower’s accounts with the Agent.





 


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IN WITNESS of which the Guarantor has executed and delivered this Guarantee and Indemnity as a
deed the day and year first before written.



	 	 	 	 	 	 	 
	SIGNED and DELIVERED as a

	 	 	)	 	 	/s/ Karen L. Leets
	deed by

	 	 	)	 	 	Karen L. Leets
	the duly authorised attorney

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	USG CORPORATION

	 	 	)	 	 	 
	in the presence of:-

	 	 	)	 	 	/s/ Ellis A. Regenbogen
	 

	 	 	 	 	 	Ellis Regenbogen







 


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