Exhibit (10)
THIRD AMENDMENT
Dated as of August 11, 1994
to
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 6, 1993
This THIRD AMENDMENT (this "Third Amendment") dated as
of August 11, 1994 is entered into among USG CORPORATION (the
"Company"), USG INTERIORS, INC. ("Interiors") (the Company and
Interiors being sometimes collectively referred to herein as the
"Borrowers"), the FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE
PAGES HEREOF (collectively referred to herein, together with their
respective successors and assigns, as the "Senior Lenders" and
individually as a "Senior Lender"), BANKERS TRUST COMPANY,
CHEMICAL BANK and CITIBANK, N.A. ("Citibank"), in their capacities
as agents for the Senior Lenders hereunder (in such capacities,
the "Agents"), and CITIBANK, in its separate capacity as
administrative agent for the Senior Lenders hereunder (in such
capacity, the "Administrative Agent").
PRELIMINARY STATEMENTS. (1) The Borrowers, the Senior
Lenders, the Agents and the Administrative Agent have entered into
the Amended and Restated Credit Agreement dated as of May 6, 1993
(as amended pursuant to that certain First Amendment dated as of
August 1, 1993 (the "First Amendment") and that certain Second
Amendment dated as of January 31, 1994 (the "Second Amendment"),
the "Credit Agreement") and have agreed to further amend the
Credit Agreement as hereinafter set forth.
(2) Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in
the Credit Agreement. Unless referring to a section of this Third
Amendment, all section references contained herein are references
to section numbers as they appear in the Credit Agreement.
SECTION 1. Amendments to the Credit Agreement. Upon
the occurrence of the "Third Amendment Effective Date" (as defined
in Section 3 below), the Credit Agreement is amended as follows:
1.1. Amendments to Defined Terms.
(a) Section 1.01 of the Credit Agreement is hereby
amended as follows:
(i) The following defined term is inserted in
Section 1.01 immediately following the defined term "Cash
Equivalents":
"Cash Sweep Termination Date" shall have the
meaning ascribed to such term in Section 2.06(b)(i).
(ii) The defined term "Excess Proceeds of Issuance
of Stock or Debt" is amended to delete the parenthetical
phrase in clause (ii) thereof and to substitute therefor the
following:
"(but excluding the net cash proceeds received by the
Company on account of the incurrence of Indebtedness
(a) consisting of unsecured industrial development
revenue bonds permitted under Section 8.01(xvii) hereof
and (b) from and after the Revolving Loan Termination
Date in accordance with the requirements set forth in
Section 8.01(xii) hereof)"
(iii) The defined term "Investment" is amended to
delete the word "other" immediately preceding the word
"Person" in the fourth line thereof.
(b) Section 1.02 of the Credit Agreement is hereby
amended as follows:
(i) The term "Asbestos Adjustment" therein is
deleted in its entirety.
(ii) The following is inserted in Section 1.02
immediately following the term "Cash Available for Sweep":
"Cash Sweep Termination Date".
1.2. Amendments to Mandatory Prepayment of Cash
Available for Sweep. Section 2.06(b)(i) of the Credit Agreement
is amended and restated in its entirety as follows (and the
applicable provisions of the First Amendment and the Second
Amendment, including, without limitation, Section 1.3(a) of the
First Amendment, are accordingly superseded):
(i) Cash Available for Sweep. (A) Within 30 days
after the occurrence of the Test Date in each year (unless
the Cash Sweep Termination Date has occurred on or before
such Test Date), the Company shall prepare and deliver to the
Administrative Agent a work sheet, substantially in the form
of Exhibit 8-A, showing its calculation of Cash Available for
Sweep as of such Test Date, together with a certificate,
substantially in the form of Exhibit 8-B, signed by the chief
accounting officer or chief financial officer of the Company,
and certifying that such calculation is accurate and that
neither the Company nor any Subsidiary of the Company has
made any material prepayments (other than prepayments of
trade payables, mandatory prepayments required under
outstanding credit agreements or indentures, and, to the
extent expressly permitted by the terms of this Agreement,
prepayments of other Indebtedness) out of the ordinary course
of business. On the Sweep Payment Date in each year (unless
the Cash Sweep Termination Date has occurred on or before the
immediately preceding Test Date), the Company shall make or
cause to be made a mandatory prepayment in an amount equal to
the Cash Available for Sweep determined as of the immediately
preceding Test Date, which prepayment shall be applied as
follows:
(1) for any Sweep Payment Date occurring in 1995
or 1996 for which the Sweep Percentage is greater than
50%, such mandatory prepayment shall be applied:
(x) first, up to $7,000,000 in the aggregate
for all such Sweep Payment Dates, to Public Debt
having maturities prior to January 1, 1999 and/or
Term Loans as the Company shall elect in its
discretion, provided, that:
(A) any portion of such $7,000,000 of
Cash Available for Sweep which is not used to
pay such Public Debt prior to the immediately
succeeding Test Date shall be applied by the
Company to the scheduled installments of the
Term Loans in the order of maturity;
(B) if on any such Test Date, the Cash
Available for Sweep on such Test Date exceeds
the then outstanding principal balance of all
of the Public Debt having maturities prior to
January 1, 1999, such excess, up to $7,000,000
less the aggregate amount of Cash Available
for Sweep previously applied under this
Section 2.06(b)(i)(A)(1)(x), shall be applied
90% to the scheduled installments of the Term
Loans in the order of maturity on the Sweep
Payment Date immediately succeeding the
applicable Test Date and 10% to the Company as
Retained Amounts; and
(C) any Investment Premiums paid in
connection with the payment of such Public
Debt shall be subject to the limitations
described in Section 8.03(viii)(C); and
(y) second, following the application of the
amounts described in item (x) above, 66-2/3% to the
scheduled installments of the Term Loans in the
order of maturity on the Sweep Payment Date
immediately succeeding the applicable Test Date and
33-1/3% to the Company as Retained Amounts, until
such Retained Amounts (when added to the Retained
Amounts described in item (x) above) equal
$50,000,000 at which time 100% of such Cash
Available for Sweep shall be applied to the
scheduled installments of the Term Loans in the
order of maturity on the Sweep Payment Date
immediately succeeding the applicable Test Date;
and
(2) for any Sweep Payment Date occurring in 1995
or 1996 for which the Sweep Percentage is 50%, and for
any Sweep Payment Date thereafter, such mandatory
prepayment shall be applied (x) with respect to such
Sweep Payment Dates in 1995 and 1996, in full to the
scheduled installments of the Term Loans in the order of
their maturity, and (y) with respect to such Sweep
Payment Dates occurring in each subsequent year, one-
third (1/3) to the scheduled installments of the Term
Loans in the order of their maturity and two-thirds
(2/3) to the scheduled installments of the Term Loans in
the inverse order of their maturity.
(B) The following terms used in this Section
2.06(b)(i) shall have the following meanings (such meanings
to be applicable, except to the extent otherwise indicated in
a definition of a particular term, both to the singular and
the plural forms of the terms defined):
"Available Liquidity" means, with respect to
any Test Date, (i) the daily average of all domestic
Cash during the Test Period ending on such Test Date
(excluding any Cash which constitutes Excess Proceeds of
Issuance of Stock or Debt and any Cash proceeds of a
revolving accounts receivable sale facility entered into
by the Company and/or one or more of its Subsidiaries
which has been consented to by the Senior Lenders), plus
(ii) the daily average of all Cash of the Company's
Foreign Subsidiaries in excess of the Minimum Foreign
Cash Balances for such Foreign Subsidiaries during such
Test Period (subject to the limitations set forth in
Sections 2.6(b), 8.4 and 9.2 of the National Westminster
Credit Agreement for so long as such Credit Agreement
remains in effect), after subtracting (A) taxes which
would have been incurred had such Cash been repatriated
from such Foreign Subsidiaries, (B) minority interests
in such Foreign Subsidiaries and (C) costs of applicable
Foreign Exchange Contracts, plus (iii) the average daily
amount during such Test Period by which $174,841,297
exceeds the sum of (A) the outstanding principal balance
of the Revolving Loans which constitute Working Capital
Revolving Loans and (B) the Facility Letter of Credit
Obligations. The calculation described in clause (i)
above shall be made assuming that all principal payments
on Term Loans occurring during the Test Period were made
on the date immediately preceding the first day of the
Test Period. The calculation described in clause (ii)
above with respect to Foreign Subsidiaries other than
Restricted Subsidiaries shall be the average of such
excess Cash as of December 16th, December 31st and
January 15th in each Test Period rather than a daily
average. In addition, Available Liquidity will be
adjusted as a result of changes in working capital as
described in Exhibit 9.
"Cash" means, with respect to any Person on
any date, the amount which would be shown as "cash" on a
balance sheet of such Person prepared in accordance with
GAAP as of such date, plus all cash equivalents and
readily marketable securities possessed by such Person.
"Cash Available for Sweep" means, with respect
to each Test Date, an amount equal to the product of (i)
the Sweep Percentage in effect on such Test Date, and
(ii) the excess, if any, of the Available Liquidity for
such Test Date over the Minimum Liquidity for such Test
Date.
"Cash Sweep Termination Date" means the date
on which the aggregate principal amount of outstanding
Term Loans has been reduced to an amount less than
$150,000,000.
"Foreign Exchange Contract" means, with
respect to the Company and its Subsidiaries, any foreign
currency exchange agreements entered into to hedge the
amount of Cash held by the Company or any such
Subsidiary.
"Foreign Subsidiary" means a Subsidiary of the
Company organized under the laws of a jurisdiction other
than the United States or any political subdivision
thereof.
"Minimum Foreign Cash Balance" means the
following amounts for the following Foreign Subsidiaries
(or groups of Foreign Subsidiaries), in each case plus
the then outstanding aggregate balance of loans extended
to the applicable Foreign Subsidiary (or group of
Foreign Subsidiaries) pursuant to one or more revolving
credit facilities in favor of such Foreign Subsidiary
(or group of Foreign Subsidiaries), and minus the
excess, if any, of (i) the cumulative actual Capital
Expenditures made by the applicable Foreign Subsidiary
(or group of Foreign Subsidiaries) during the period
from January 1, 1993 to the end of the Fiscal Year
immediately preceding the applicable Test Date over (ii)
the Projected Foreign Capital Expenditures for such
Foreign Subsidiary (or group of Foreign Subsidiaries) as
of the end of the Fiscal Year immediately preceding the
applicable Test Date; for purposes of the foregoing,
amounts of foreign currencies shall be deemed to be
exchanged into Dollars by using the applicable exchange
rate quoted in the Wall Street Journal on the applicable
Test Date:
Subsidiary (or Group) Minimum Cash Balance
GTL $5,000,000
CGC and Canadian
Mining $10,000,000
All other Foreign
Subsidiaries $35,000,000
"Minimum Liquidity" for each Test Date, shall
be (i) $100,000,000 for the Test Date in 1995 and
$150,000,000 for each Test Date thereafter, plus (ii)
the sum of the Retained Amounts for all prior Test
Dates.
"National Westminster Credit Agreement" shall
mean that certain Credit Agreement dated as of January
29, 1990 among USG Netherlands B.V. and National
Westminster Bank plc, as the same may be amended from
time to time hereafter in accordance with the terms of
Section 8.20 hereof.
"Projected Foreign Capital Expenditures"
means, for the period from January 1, 1993 through the
end of each Fiscal Year, the following amounts for the
following Foreign Subsidiaries (or groups of Foreign
Subsidiaries) for the indicated Fiscal Year:
CGC and Canadian Other Foreign
Fiscal Year GTL Mining Subsidiaries
1993 $0.1mm $ 8.0mm $ 9.0mm
1994 0.2mm 16.5mm 23.0mm
1995 0.3mm 25.5mm 33.0mm
1996 0.4mm 34.5mm 43.0mm
1997 0.5mm 44.0mm 60.0mm
1998 0.6mm 53.5mm 76.5mm
1999 0.7mm 63.0mm 93.0mm
"Retained Amount" means, for any Test Date, an
amount equal to the sum of (i) the product of (a) 100%
minus the Sweep Percentage for such Test Date and (b)
the excess, if any, of the Available Liquidity for such
Test Date over the Minimum Liquidity for such Test Date,
plus (ii) any amounts designated as "Retained Amounts"
in Section 2.06(b)(i)(A)(1) hereof.
"Sweep Payment Date" means each February 15th
in each year, commencing with February 15, 1994.
"Sweep Percentage" means (i) 100% for the Test
Dates occurring in 1995 and 1996, (ii) 90% for each of
the Test Dates occurring in 1997 and 1998, and (iii) 85%
for the Test Date occurring in 1999 and any subsequent
Test Dates; provided, that the Sweep Percentage shall be
50% for any Test Date for which the ratio of Debt to
EBITDA (as such terms are defined in Section 9.01
hereof, but without reference to Section 9.10 hereof) as
of the immediately preceding December 31 was less than
4.0 to 1.0.
"Test Date" means each January 15th in each
year, commencing with January 15, 1994.
"Test Period" means, with respect to any Test
Date, the period commencing on the immediately preceding
December 16th and ending on such Test Date.
1.3. Amendments to Mandatory Prepayment of Excess
Proceeds of Issuance of Stock or Debt. Section 2.06(b)(ii) of the
Credit Agreement is amended and restated in its entirety as
follows (and the applicable provisions of the First Amendment and
the Second Amendment, including, without limitation, Section 5 of
the Second Amendment, are accordingly superseded):
(ii) Excess Proceeds of Issuance of Stock or Debt.
Within one (1) Business Day of the Company's receipt of any
Excess Proceeds of Issuance of Stock or Debt (or, with
respect to the Public Debt, within the time period set forth
in Section 8.03(viii)(A)), the Company shall make or cause to
be made a mandatory prepayment in an amount equal to a
portion of such Excess Proceeds of Issuance of Stock or Debt,
and shall otherwise be entitled to apply such Excess Proceeds
of Issuance of Stock or Debt, as determined as follows:
(A) the Excess Proceeds of Issuance of Stock or
Debt arising from the issuance of common stock by the
Company pursuant to that certain S-1 Registration
Statement filed with the Commission on January 7, 1994
shall be applied to the following, as the Company may in
its sole discretion elect: (1) to the repayment of 10-
1/4% Senior Notes in an aggregate principal amount not
to exceed $70,000,000, (2) to Capital Expenditures
permitted under Section 9.08(ix) hereof, and/or (3) in
accordance with clause (B) below; provided, that all
such amounts not so applied by March 16, 1995 shall
cease to constitute Excess Proceeds of Issuance of Stock
or Debt for all purposes hereunder (and therefore shall
become subject to the calculation of Cash Available for
Sweep, if applicable);
(B) except as applied pursuant to clauses (A)(1)
or (2) above, prior to the payment in full of all Public
Debt having maturity dates prior to January 1, 1999,
100% of the Excess Proceeds of Issuance of Stock or Debt
shall be applied to the repayment of Public Debt having
maturity dates prior to January 1, 1999 and/or the
outstanding Term Loans, as the Company may in its
discretion elect; provided, that to the extent that any
portion of such Excess Proceeds of Issuance of Stock or
Debt are not so applied within the time period set forth
in Section 8.03(viii)(A), then such portion shall cease
to constitute Excess Proceeds of Issuance of Stock or
Debt for all purposes hereunder (and therefore shall
become subject to the calculation of Cash Available for
Sweep, if applicable); and
(C) following the payment in full of all Public
Debt having maturity dates prior to January 1, 1999,
100% of the Excess Proceeds of Issuance of Stock and
Debt shall be applied to the outstanding principal
balance of the Term Loans in the order of their
maturity, but only until and to the extent that the
aggregate outstanding principal balance of the Term
Loans exceeds $150,000,000.
The Company shall have no obligation to make any mandatory
prepayment under this Section 2.06(b)(ii) once the aggregate
outstanding principal balance of the Term Loans is less than
or equal to $150,000,000.
1.4. Amendment to Indebtedness Covenant. Section 8.01
of the Credit Agreement is hereby amended to add the following at
the end thereof:
"(xvii) Indebtedness of the Company or any
Subsidiary consisting of unsecured industrial revenue bonds
issued after the Effective Date which do not in the aggregate
exceed $25,000,000."
1.5. Amendment to Sales of Assets Covenant. Section
8.02(a)(v) of the Credit Agreement is hereby amended and restated
in its entirety as follows:
"(v) any sale for cash by the Company or any of its
Restricted Subsidiaries not described in clauses (i) through
(iv) above, provided, that the Net Cash Proceeds of Sale
received by the Company or any Restricted Subsidiary (x) from
any such individual sale or related group of sales does not
exceed Fifteen Million Dollars ($15,000,000) and (y) from all
such sales in any Fiscal Year of the Company does not exceed
an aggregate amount of Thirty Million Dollars ($30,000,000);
and"
1.6. Amendments to Investments Covenant. Section 8.03
of the Credit Agreement is hereby amended to delete clauses (viii)
through (x) thereof and to substitute therefor the following:
"(viii) Investments in Public Debt having final
maturities prior to January 1, 2003, in order to effectuate
the prepayment (or defeasance, subject to restrictions
acceptable to the Agents) of such Public Debt, made with (A)
Excess Proceeds of Issuance of Stock or Debt within one year
following the receipt of such Excess Proceeds of Issuance of
Stock or Debt (as described in Section 2.06(b)(ii)), (B) to
the extent not used to make Capital Expenditures permitted
hereunder, the amount of Net Cash Proceeds of Sale described
in Section 9.08(iii) (referred to therein as "Excess Sale
Proceeds"), (C) Cash Available for Sweep as described in
Section 2.06(b)(i)(A)(1) hereof, provided, that, to the
extent any such Investment under this clause (C) involves the
payment of a premium in excess of 100% of the face amount of
the applicable Public Debt (such excess being an "Investment
Premium"), such Investment Premium shall be paid using
Unrestricted Retained Amounts, except that up to an aggregate
amount of $10,000,000 of Investment Premiums may be paid when
no Unrestricted Retained Amounts exist at the time such
Investment is made, (D) solely for Investments in Public Debt
having final maturities in 1996 or 1997, proceeds from the
borrowing of Public Debt Revolving Loans, and (E)
Unrestricted Retained Amounts;
(ix) Investments, not otherwise described in
clauses (i) through (viii) above, in 10-1/4% Senior Notes, in
order to effectuate the prepayment (or defeasance, subject to
restrictions acceptable to the Agents) thereof, not exceeding
$30,000,000 in the aggregate amount at any one time
outstanding; and
(x) any other Investments (other than Investments
in Public Debt) not otherwise described in clauses (i)
through (ix) above, not exceeding Forty Million Dollars
($40,000,000) in the aggregate at any one time outstanding;
provided, that Investments in Public Debt under this clause
(x) shall not at any one time exceed an aggregate amount of
$5,000,000."
1.7. Amendment to Restricted Junior Payment Covenant.
Section 8.05 of the Credit Agreement is hereby amended to add the
following at the end thereof:
"(vii) the repurchase or redemption by CGC of its
publicly-owned common stock, in an amount not to exceed 10%
of its total outstanding shares of common stock in any single
calendar year."
1.8. Amendment to Fundamental Changes Covenant.
Section 8.07 of the Credit Agreement is hereby amended to delete
subsection (b) thereof in its entirety.
1.9. Amendment to Prepayment of Indebtedness Covenant.
Section 8.16 of the Credit Agreement is hereby amended to delete
the parenthetical phrase in clause (y) thereof and to substitute
therefor the following:
"(except for the prepayment of the Indebtedness
under the National Westminster Credit Agreement, or as
otherwise expressly permitted pursuant to the terms of this
Agreement, or as otherwise required pursuant to the terms of
the agreements governing such long-term Indebtedness as in
existence on and as of the Effective Date)"
1.10. Amendment to Capital Expenditures Covenant.
Section 9.08 of the Credit Agreement is hereby amended to delete
clause (v) thereof and to substitute therefor the following:
"(v) [Intentionally left blank];"
SECTION 2. Consent to Receivables Sale Facility. The
Requisite Senior Lenders hereby consent to, and waive any conflict
with any provision set forth in Article VIII of the Credit
Agreement with respect to, a revolving accounts receivable sale
facility established by the Company pursuant to which the Company
and/or one or more of its Restricted Subsidiaries sells accounts
receivable and other related assets (or otherwise grants a lien
upon such accounts receivable or other related assets to secure
non-recourse debt); provided, that (i) such facility shall have a
maximum principal/investment amount not in excess of $150,000,000,
and shall otherwise be on terms and conditions reasonably
acceptable to the Agents, (ii) the first $60,000,000 of proceeds
from such facility may be applied by the Company to prepay or
repurchase 10-1/4% Senior Notes or for other permitted corporate
purposes, as the Company may in its discretion elect, (iii) unless
the original stated maturity of such facility (without giving
effect to any renewals thereof) is after December 31, 2000, the
Company shall, upon receipt thereof by the Company or any
Restricted Subsidiary, make a prepayment of the Term Loans, in the
order of maturity, in an amount equal to the lesser of (a)
$40,000,000 and (b) the aggregate proceeds received from such
facility in excess of $60,000,000, and (iv) except for the
prepayment of the 10-1/4% Senior Notes and/or the Term Loans as
described above, the use of the proceeds of such facility shall be
subject to the terms and provisions of Article VIII of the Credit
Agreement. Notwithstanding anything in the Credit Agreement to
the contrary, the proceeds of such a revolving accounts receivable
sale facility shall not be Excess Proceeds of Issuance of Stock or
Debt subject to Section 2.06(b)(ii) thereof.
SECTION 3. Conditions Precedent to Effectiveness. This
Third Amendment shall become effective as of the date (the "Third
Amendment Effective Date") on which each of the following
conditions precedent shall have occurred:
(a) Documentation. The Agents shall have received all
of the following:
(i) Counterparts of this Third Amendment executed by
both of the Borrowers, the Agents, the Administrative Agent and
Senior Lenders whose Term Loans and Revolving Loan Commitments
aggregate 66-2/3% or more of the sum of the then aggregate unpaid
principal balance of the Term Loans and the then aggregate
principal amount of the Revolving Loan Commitments;
(ii) Reaffirmations of Guaranties executed by the
Company and each Subsidiary party to a Subsidiary Guaranty, in
form and substance reasonably satisfactory to the Agents and
counsel for the Agents;
(iii) The opinion of the General Counsel of the Company
and Interiors relating to such matters as the Agents deem
appropriate and in form and substance reasonably satisfactory to
the Agents and counsel for the Agents;
(iv) A certificate of the Secretary or Assistant
Secretary of the Company certifying (A) the names and true
signatures of the incumbent officers of the Company authorized to
sign this Third Amendment and all other Loan Documents executed by
the Company in connection herewith and (B) the resolutions of the
Company's Board of Directors approving and authorizing the
execution, delivery and performance of this Third Amendment and
all other Loan Documents executed by the Company in connection
herewith; and
(v) A certificate of the Secretary or Assistant
Secretary of Interiors certifying (A) the names and true
signatures of the incumbent officers of Interiors authorized to
sign this Third Amendment and all other Loan Documents executed by
Interiors in connection herewith and (B) the resolutions of
Interiors' Board of Directors approving and authorizing the
execution, delivery and performance of this Third Amendment and
all other Loan Documents executed by Interiors in connection
herewith.
(b) Prepayment of Cash Available for Sweep. The
Company shall have paid $25,000,000 to the Administrative Agent,
for the account of the Term Senior Lenders, as a prepayment of the
Term Loans applied in the order of maturity. To the extent that
the Company is required to pay any Cash Available for Sweep to the
Senior Lenders after the Third Amendment Effective Date, the
Company shall be entitled to offset the foregoing payment against
such required payments of Cash Available for Sweep (it being
understood that such calculations of Cash Available for Sweep
shall be made as if such prepayment had not been made and such
amounts remained as Cash held by USG).
(c) No Events of Default. No Event of Default or
Potential Event of Default shall have occurred and be continuing.
SECTION 4. Confirmation of Credit Agreement. Except as
herein expressly amended, the Credit Agreement is ratified and
confirmed in all respects and shall remain in full force and
effect in accordance with its terms. Each reference in the Credit
Agreement to "this Agreement" shall mean the Credit Agreement as
amended by the First Amendment, as further amended by the Second
Amendment, as further amended by this Third Amendment, and as
hereinafter amended or restated.
SECTION 5. Costs and Expenses. Each Borrower agrees to
pay on demand all costs and expenses of the Administrative Agent
and the Agents in connection with the preparation, reproduction,
execution and delivery of this Third Amendment, including the
reasonable fees and out-of-pocket expenses of Sidley & Austin,
counsel for the Agents.
SECTION 6. Successors and Assigns. This Third
Amendment and the other Loan Documents executed in connection
herewith shall be binding upon the parties hereto and thereto and
their respective successors and assigns (including, without
limitation, a receiver, trustee or debtor-in-possession of any of
the Borrowers) and shall inure to the benefit of the parties
hereto and thereto and the successors and permitted assigns of the
Senior Lenders and the Issuing Banks.
SECTION 7. Execution in Counterparts. This Third
Amendment may be executed and delivered in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall
be deemed to be an original and all of which taken together shall
constitute one and the same original agreement.
SECTION 8. Governing Law. This Third Amendment shall
be governed by and construed in accordance with the laws of the
State of New York.
SECTION 9. Headings. Section headings in this Third
Amendment are included herein for convenience of reference only
and shall not constitute a part of this Third Amendment for any
other purpose.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Third Amendment to be executed by their respective officers
thereunto duly authorized as of the date first above written.
USG CORPORATION
By /s/ Richard H. Fleming
Title:
USG INTERIORS, INC.
By /s/ Richard H. Fleming
Title:
CITIBANK, N.A.,
as Administrative Agent, as an
Agent and as a Senior Lender
By /s/ Barbara A. Cohen
Title:
BANKERS TRUST COMPANY, as an
Agent and as a Senior Lender
By /s/ Mary Jo Jolly
Title:
CHEMICAL BANK, as an Agent
and as a Senior Lender
By /s/ Christopher C. Wardell
Title: