Filed by Bowne Pure Compliance





Exhibit 10.1





SECOND AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”)
dated as of January 7, 2009, among USG CORPORATION, a Delaware corporation
(the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE
BANK, N.A., as administrative agent under the Amended and Restated Credit
Agreement dated as of July 31, 2007, among the Borrower, the Lenders party
thereto, JPMorgan Chase Bank, N.A., as administrative agent (the
“Administrative Agent”), and Goldman Sachs Credit Partners, L.P.,
as syndication agent (as amended by Amendment No. 1 thereto dated as of
February 14, 2008, the “Existing Credit Agreement”).



WHEREAS the Borrower has 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 and (b) the Subsidiary
Loan Parties (as defined in the Existing Credit Agreement) will be released from their guarantees
under the Guarantee Agreement dated as of November 11, 2008 (as amended, supplemented or otherwise
modified prior to the Restatement Effective Date, the “Existing Guarantee Agreement”),
among the Borrower, the Subsidiary Loan Parties and the Administrative Agent.



NOW, THEREFORE, the Borrower, the undersigned Lenders and the Administrative Agent hereby
agree as follows:



SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Restated Credit Agreement referred to below.



SECTION 2. Restatement Effective Date. (a) The transactions provided for in Sections 3
and 4 hereof shall be consummated at a closing to be held on the Restatement Effective Date at the
offices of Cravath, Swaine & Moore LLP, or at such other time and place as the parties hereto shall
agree upon.



(b) The “Restatement Effective Date” shall be specified by the Borrower, and shall be
a date not later than January 7, 2009, as of which date all the conditions set forth or referred to
in Section 5 hereof shall have been satisfied.



SECTION 3. Termination of the Existing Guarantee Agreement. By execution and delivery
of this Agreement, each of the undersigned Lenders hereby agrees that upon the satisfaction of the
conditions set forth in Section 5 hereof, all guarantees provided by the Subsidiary Loan Parties
under the Existing Guarantee Agreement shall be released and the Existing Guarantee Agreement shall
be terminated and have no
further force or effect (it being understood and agreed that, as of the Restatement Effective
Date, the Loan Parties shall enter into the Guarantee Agreement (as such term is defined in the
Restated Credit Agreement)).


 


 









 





SECTION 4. Amendment and Restatement of the Existing Credit Agreement. (a) Effective
on 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”). From and after the effectiveness of such amendment and restatement, the term
“Credit Agreement” shall mean the Restated Credit Agreement.



(b) The aggregate principal amount of all Revolving Loans, Swingline Loans and 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 Lenders and the Issuing Bank
with respect thereto, including, without limitation, the Applicable Rate applicable to such
outstanding Loans.



SECTION 5. Conditions. The consummation of the transactions set forth in Sections 3
and 4 of this Agreement 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 each of the Borrower and the Required Lenders a counterpart of this Agreement signed on behalf
of such party (or written evidence reasonably satisfactory to the Administrative Agent (which may
include telecopy or Adobe pdf file transmission of a signed signature page) that such party has
signed a counterpart of this Agreement), (ii) from each party thereto duly executed copies of the
other Loan Documents (or written evidence reasonably satisfactory to the Administrative Agent
(which may include telecopy or Adobe pdf file transmission of a signed signature page) that such
party has signed a counterpart of such other Loan Documents) and such other certificates,
documents, instruments and agreements as the Administrative Agent shall reasonably request in
connection with the transactions contemplated by this Agreement and the other Loan Documents,
including any promissory notes requested by a Lender pursuant to Section 2.09 of the Restated
Credit Agreement, payable to the order of each such requesting Lender and (iii) a favorable written
opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective
Date) of each of (A) Jones Day, counsel for the Borrower and the other Loan Parties, substantially
in the form of Exhibit B hereto, and (B) local counsel in each jurisdiction where a Loan
Party is organized (other than any such jurisdiction covered by the opinion given pursuant to the
immediately preceding clause (A)), in each case covering such matters relating to the Loan Parties,
the Loan Documents or the Transactions as the Administrative Agent shall reasonably request.


 


 









 





(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, and (ii) a long-form good standing certificate for
each Loan Party from its jurisdiction of organization (and, to the extent that such long-form 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) Field Examination; Inventory Appraisal; No Default Certificate. The
Administrative Agent shall have received (i) a field examination report with respect to the
Inventory of the Collateral Parties (it being understood and agreed that the receipt of the
examination of FTI Consulting, Inc. dated December 5, 2008, with respect to the Inventory of the
Collateral Parties shall satisfy the condition precedent set forth in this clause (i)), (ii) an
appraisal reasonably satisfactory to the Administrative Agent with respect to the Inventory of the
Collateral Parties from an appraiser selected and engaged by the Administrative Agent (it being
understood and agreed that the receipt of the appraisal of AccuVal Associates, Incorporated dated
October 31, 2008, with respect to the Inventory of the Collateral Parties shall satisfy the
condition precedent set forth in this clause (ii)) and (iii) a certificate, signed by the chief
financial officer or treasurer of the Borrower, (A) stating that no Default or Event of Default has
occurred and is continuing and (B) stating that the representations and warranties contained in the
Loan Documents are true and correct in all material respects as of such date, other than those that
speak expressly to an earlier date, in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date.



(d) Fees. The Administrative Agent 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.



(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 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 November 30, 2008.



(g) Filings, Registrations and Recordings. Each document (including any Uniform
Commercial Code financing statement) 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 (ii) through (iv), (vi) and (xi) of
Section 6.02 of the Restated Credit Agreement), shall be in proper form for filing, registration or
recordation.



(h) Compliance with Laws; Consents. The Borrower and the Material Subsidiaries shall
be in compliance, in all material respects, with all applicable foreign and U.S. federal, state and
local laws and regulations, including all applicable Environmental Laws. All necessary material
governmental and material third party approvals in connection with the Loan Documents shall have
been obtained and shall be in effect.



(i) No Litigation. Other than the Disclosed Matters, there shall be no litigation,
administrative proceeding or governmental investigation that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect.



(j) “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.



(k) Excess Availability. Excess Availability on the Restatement Effective Date shall
be equal to (i) the Borrowing Base as set forth in the Borrowing Base Certificate delivered
pursuant to paragraph (f) of this Section less (ii) the aggregate face amount of the
Existing Letters of Credit immediately prior to the Restatement Effective Date.



(l) Existing ABL Facility. All commitments under the Credit Agreement dated as of
September 9, 2008 (the “Existing ABL Credit Agreement”), among the Borrower, the
Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent, shall have been terminated, and all loans, interest and other amounts accrued
or owing thereunder shall have been repaid in full and all guarantees and liens granted in respect
thereof shall have been released and the terms and conditions of any such release shall be
satisfactory to the Administrative Agent. The Administrative Agent shall have received a payoff
and release letter with respect to the Existing ABL Credit Agreement in form and substance
reasonably satisfactory to the Administrative Agent.


 


 









 





(m) Evidence of 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. Effectiveness; Counterparts; Amendments. This Agreement shall become
effective when copies hereof that, when taken together, bear the signatures of the Borrower, the
Administrative Agent and the Required Lenders 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 the Borrower, the Administrative Agent and the Required Lenders. 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 telecopy or Adobe pdf file transmission shall be effective
as delivery of a manually executed counterpart of this Agreement.



SECTION 7. No Novation. This Agreement shall not extinguish the Loans outstanding
under the Existing Credit Agreement. Nothing herein contained shall be construed as a substitution
or novation of the Loans outstanding under the Existing Credit Agreement, which shall remain
outstanding after the Restatement Effective Date as modified hereby. 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.



SECTION 8. Notices. All notices hereunder shall be given in accordance with the
provisions of Section 9.01 of the Restated Credit Agreement.



SECTION 9. Applicable Law; Waiver of Jury Trial. (A) THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS 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.



[Remainder of page intentionally left blank]



 


 









 





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/ Karen L. Leets	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Karen L. Leets	 	 
	 

	 	 	 	Title:
	 	Vice President and Treasurer	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

Individually and as Administrative Agent,

Swingline Lender and Issuing Bank,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Peter S. Predun	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Peter S. Predun	 	 
	 

	 	 	 	Title:
	 	Executive Director	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Victor Pierzchalski	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Victor Pierzchalski	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Yoshihiro Hyakutome	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Yoshihiro Hyakutome	 	 
	 

	 	 	 	Title:
	 	General Manager	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jennifer L. Lowe	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jennifer L. Lowe	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Paula Czach	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Paula Czach	 	 
	 

	 	 	 	Title:
	 	Director	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CAYLON	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David Cagle	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Cagle	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Brian Myers	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Brian Myers	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John E. Burdu	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John E. Burdu	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Ronald Giblin	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ronald Giblin	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BANK OF MONTREAL, CHICAGO BRANCH	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ M. Latta	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	M. Latta	 	 
	 

	 	 	 	Title:
	 	Director	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Andrew Cadrtz	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Andrew Cadrtz	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MORGAN STANLEY BANK, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Charles C. O’Brien	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Charles C. O’Brien	 	 
	 

	 	 	 	Title:
	 	Chief Credit Officer	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CITICORP USA, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ George F. Van	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	George F. Van	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
AGREEMENT DATED JANUARY 7, 2009, AMONG USG
CORPORATION, THE LENDERS PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Joseph A. Wemhoff	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Joseph A. Wemhoff	 	 
	 

	 	 	 	Title:
	 	Vice President