USG Corporation (NYSE:USG) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On May1, 2017, USG Corporation (the Company) entered into
the Fifth Amendment and Restatement Agreement (the Restatement
Agreement), among the Company, certain of the Companys
wholly-owned domestic and Canadian subsidiaries, JPMorgan Chase
Bank, N.A., as administrative agent (in such capacity, the
Administrative Agent), and as an issuing bank, JPMorgan
Chase Bank, N.A., Toronto Branch, as Canadian agent (the
Canadian Agent), and the lenders party thereto (including
as issuing banks), to which, among other things, (1)the Companys
Fourth Amended and Restated Credit Agreement, dated as of
October22, 2014 (as amended (x) to that certain letter agreement
dated as of December13, 2016 to reduce the maximum borrowing
limit thereunder from $450 million to $180 million and (y)by that
certain Amendment No.1 thereto dated as of January27, 2017 to
amend certain covenant trigger thresholds (each as previously
disclosed), the Existing Credit Agreement), was amended
and restated in its entirety (as attached in an exhibit thereto)
as the Fifth Amended and Restated Credit Agreement, dated as of
May1, 2017 (the Restated Credit Agreement), among the
Company, as the U.S. Borrower, CGC Inc., a New Brunswick
corporation and wholly-owned indirect subsidiary of the Company,
as the Canadian Borrower, the Administrative Agent, the Canadian
Agent, the lenders and issuing banks party thereto and Bank of
America, N.A. and Wells Fargo Bank, National Association, as
co-syndication agents and (2)certain provisions of (x)that
certain Amended and Restated Guarantee Agreement dated as of
October22, 2014 (the Existing Guarantee Agreement), among
the Company, the Canadian Borrower, the U.S. subsidiaries of the
Company identified therein (the U.S. Guarantors) and the
Canadian subsidiaries of the Company identified therein (the
Canadian Guarantors) and the Administrative Agent and
(y)that certain U.S. Pledge and Security Agreement dated as of
January7, 2009 (as amended as of October22, 2014, and as further
amended, supplemented or otherwise modified prior to the date
hereof, the Existing U.S. Security Agreement) among the
Company, the U.S. Guarantors party thereto and the Administrative
Agent, in each case, are amended as provided therein and such
agreements, as so amended, are ratified and reaffirmed by the
parties thereto.

In addition, on May1, 2017, the Canadian Borrower and the
Administrative Agent entered into that certain Canadian Amendment
and Reaffirmation Agreement (the Canadian Reaffirmation
Agreement), to which that certain Canadian Pledge and
Security Agreement dated as of October22, 2014 (as amended,
supplemented or otherwise modified prior to the date hereof, the
Existing Canadian Security Agreement), among the Canadian
Borrower, the Canadian Guarantors from time to time party thereto
and the Administrative Agent, is amended as provided therein and
such agreement, as so amended, is ratified and reaffirmed by the
parties thereto.

to the Restated Credit Agreement, the Lenders agree (subject to
the terms thereof) to make available to the Company a revolving
line of credit up to a maximum borrowing limit of $220 million
(up from $180 million under the Existing Credit Agreement) at any
time outstanding (including a $50 million borrowing sublimit for
the Canadian Borrower). The Companys obligations under the
Restated Credit Agreement are guaranteed by the Companys material
domestic subsidiaries and certain other designated domestic
subsidiaries (the U.S Guarantors and together with the
Company, the U.S. Loan Parties) and the U.S. Loan Parties

obligations are secured by liens in favor of the Administrative
Agent on the trade receivables and inventory of the Company and
the other U.S. Loan Parties. The Canadian Borrowers obligations
under the Restated Credit Agreement are guaranteed by the
Companys material Canadian subsidiaries (the Canadian Guarantors
and together with the Canadian Borrower, the Canadian Loan
Parties) and the Canadian Loan Parties obligations are secured by
liens in favor of the Administrative Agent on their trade
receivables and inventory. The Canadian Loan Parties do not
guaranty, nor do their assets secure, any obligations of Company
or the U.S. Loan Parties under the Restated Credit Agreement or
the Existing Guarantee Agreement.

The Restated Credit Agreement allows for (x)the borrowing of
revolving loans (the Revolving Loans) to the Company and
its subsidiaries in an aggregate principal amount not to exceed
$220 million at any time outstanding (the Revolving
Commitment), of which up to a maximum of $50 million at any
time outstanding may be borrowed by the Canadian Borrower (the
Canadian Sublimit) and (y)issuance of letters of credit of
up to a maximum of $70 million at any time outstanding, in
aggregate, of which up to a maximum of $5 million at any time
outstanding can be issued and outstanding for the benefit of the
Canadian Borrower and its subsidiaries. to the Restated Credit
Agreement, the maximum principal amount of Revolving Loans and
letters of credit that may be borrowed by and/or be issued in
favor of the Company at any time (the aggregate outstanding
amount of which at any time being referred to as the U.S.
Revolving Exposure) may not exceed an amount equal to the
lesser of (1)the Revolving Commitment at such time (less the sum
of the outstanding principal balance of the Revolving Loans and
letters of credit made and/or issued to or for the account of the
Canadian Borrower at such time, such sum being the Canadian
Revolving Exposure) and (2)the excess of (a)a borrowing base
equal to (i)the sum of specified percentages of the aggregate
eligible trade receivables and inventory of the U.S. Loan Parties
(as such percentages and eligibility criteria are more fully
described in the Restated Credit Agreement), minus (ii)certain
reserves established from time to time by the Administrative
Agent (such difference being the U.S. Borrowing Base),
minus (b)the amount, if any, by which the Canadian Revolving
Exposure exceeds the Canadian Borrowing Base (as defined below)
at such time. The maximum principal amount of Revolving Loans and
letters of credit that may be borrowed by and/or be issued in
favor of the Canadian Borrower at any time may not exceed an
amount equal to the lesser of (1)$50 million and (2)the sum of
(a)a borrowing base equal to (i)the sum of specified percentages
of the aggregate eligible trade receivables and inventory of the
Canadian Loan Parties (as such percentages and eligibility
criteria are more fully described in the Restated Credit
Agreement), minus (ii)certain reserves established from time to
time by the Administrative Agent (such difference being the
Canadian Borrowing Base), plus (b)the excess, if any, of
the U.S. Borrowing Base, minus the U.S. Revolving Exposure at
such time. At no time however can the sum of the U.S. Revolving
Exposure and the Canadian Revolving Exposure exceed the Revolving
Commitment as in effect at such time.

The Revolving Commitment may be increased from time to time at
the request of the Company and with the agreement of the lenders
agreeing to provide increased or new lending commitments,
provided that the Revolving Commitment after giving effect to any
such increase may not exceed $450 million. Any such increases are
required to be in minimum increments of $10 million or multiples
of $1 million in excess thereof. Additionally, the Revolving
Commitment (and/or the Canadian Sublimit) may be reduced from
time to time (but not below the U.S. Revolving Exposure or the
Canadian Revolving Exposure, as applicable, at such time) at the
request of the Company. Any such decreases are required to be in
minimum increments of $5 million or multiples of $1 million in
excess thereof.

The Revolving Loans made to the Company or, if denominated in
U.S. dollars, to the Canadian Borrower, will bear interest either
(x)at a floating rate based upon the Alternate Base Rate (as
defined in the Restated Credit Agreement) plus a margin ranging
from 0 to 50 basis points or (y)at the option of the Company (or,
if applicable, the Canadian Borrower), the Adjusted LIBO Rate (as
defined in the Restated Credit Agreement) plus a margin ranging
from 100 to 150 basis points. The Revolving Loans made to the
Canadian Borrower in Canadian Dollars will bear interest either
(x)at a floating rate based upon the Canadian Prime Rate (as
defined in the Restated Credit Agreement) plus a margin ranging
from 0 to 50 basis points or (y)at the option of the Canadian
Borrower, CDOR (as defined in the Restated Credit Agreement) plus
a margin ranging from 100 to 150 basis points. The applicable
margins are determined based upon the Companys average daily
excess borrowing availability (Excess Availability) (as
defined in the Restated Credit Agreement) as a percentage of the
Revolving Commitment, in each case, for the immediately preceding
calendar month.

A letter of credit fee will accrue for the benefit of the Lenders
on the undrawn face amount of each letter of credit issued (or
deemed issued) under the Restated Credit Agreement at a per annum
rate equal to the applicable margin then applicable to the
Revolving Loans bearing interest at the Adjusted LIBO rate and
CDOR rate. In addition, the applicable issuing bank will be
entitled to a fronting fee in respect of each letter of credit it
issues in an amount equal to 12.5 basis points per annum of the
aggregate undrawn face amount thereof while such letter of credit
remains outstanding. The Company is also required to pay for the
benefit of the Lenders a quarterly fee of 0.25%per annum on the
average daily unused amount of Revolving Commitment during such
quarter.

The Restated Credit Agreement also provides for a revolving
swingline loan subfacility for the Company of up to $20 million
(subject to the limitations on overall U.S. Revolving Exposure
described above). All swingline loans will bear interest at the
Alternate Base Rate plus the applicable margin as described
above. In addition, the Restated Credit Agreement also provides
for Revolving Loans that, at the request of the Company or the
Canadian Borrower and in the Administrative Agents sole
discretion, result in borrowings that exceed the maximum
allowable borrowings under the Restated Credit Agreement (but in
no event, in excess of the Revolving Commitment,
Overadvances). Overadvances may not exceed $25 million in
the aggregate at any time outstanding, may not remain outstanding
for more than 30 days and will bear interest at the Alternative
Base Rate (if denominated in U.S. dollars) or the Canadian Prime
Rate (if denominated in Canadian dollars), plus the otherwise
applicable margin, plus 2%per annum.

The Company and the Canadian Borrower may prepay the Revolving
Loans under the Restated Credit Agreement in its discretion
without premium or penalty (other than breakage (if any), to the
extent applicable). The Restated Credit Agreement is scheduled to
terminate on May1, 2022.

The Restated Credit Agreement contains a financial covenant that
would require the Company to maintain a minimum fixed charge
coverage ratio of not less than 1.0 to 1.0 at any time that
Excess Availability is less than an amount equal to 10% of the
lesser of (a)the

aggregate Revolving Commitment at such time and (b)the sum of the
U.S. Borrowing Base and the Canadian Borrowing Base at such time.
The Company would be required to continue to comply with such
financial covenant until Excess Availability exceeds such minimum
amount for 30 consecutive calendar days thereafter.

As of March31, 2017, after giving effect to the Restated Credit
Agreement, the Company had $183 million of excess availability,
including $50 million for the Canadian Borrower, and no
borrowings and $37 million of outstanding letters of credit
thereunder.

The Restated Credit Agreement also contains customary
representations and warranties and usual and customary
affirmative and negative covenants that, among other things,
restrict the Companys and certain of its subsidiaries ability, in
certain circumstances, to (1)incur certain indebtedness,
(2)create certain liens, (3)merge or consolidate with certain
entities, (4)engage in any business other than business of the
type or reasonably related to the type conducted on the date of
the Restated Credit Agreement, (5)sell, transfer, lease or
otherwise dispose of all or substantially all of their assets,
(6)issue or sell equity interests of certain of the Companys
subsidiaries, (7)make certain investments, loans or advances,
(8)engage in certain sale-leaseback transactions, (9)enter into
certain swap or similar agreements, (10)make certain dividends,
distributions, repurchases and other restricted payments and
(11)engage in certain affiliate transactions. The Restated Credit
Agreement also contains certain customary events of default,
including, but not limited to, the failure to make required
payments, material breaches of representations or warranties, the
failure to observe certain covenants or agreements, the failure
to pay or the occurrence of a default under certain other
material indebtedness, the failure to maintain the guarantee to
the Existing Guarantee Agreement in effect, certain adverse
material monetary judgments, bankruptcy, insolvency and a change
of control. The obligations (including the borrowings) under the
Restated Credit Agreement are subject to acceleration upon the
occurrence of events of default.

All obligations and liabilities of the Loan Parties under the
Restated Credit Agreement and/or the Existing Guarantee
Agreement, as applicable, are secured (i)in the case of the
Company and the U.S. Guarantors, to that certain Existing U.S.
Security Agreement, to which the Company and such U.S. Guarantors
granted to the Administrative Agent liens on and security
interests in all of their respective trade receivables and
inventory, and proceeds in respect thereof, and all related
deposit accounts as collateral for borrowings by and other
obligations of the Company and the Canadian Borrower under the
Restated Credit Agreement and the obligations of the U.S. Loan
Parties and the Canadian Loan Parties under the Existing
Guarantee Agreement and (ii)in the case of the Canadian Borrower
(and, any Canadian Guarantors from time to time existing), to the
Existing Canadian Security Agreement, to which the Canadian
Borrower and the Canadian Guarantors from time to time parties
thereto granted to the Administrative Agent liens on and security
interest in all of their respective Canadian trade receivables
and inventory, and proceeds in respect thereof, and all related
deposit accounts as collateral for borrowings by and other
obligations of the Canadian Borrower under the Restated Credit
Agreement and the obligations of the Canadian Loan Parties under
the Existing Guarantee Agreement.

Copies of the Restatement Agreement, the Restated Credit
Agreement and the Canadian Reaffirmation Agreement are filed as
Exhibits to this Current Report on Form 8-K. Copies of

the Existing Guarantee Agreement, the Existing U.S. Security
Agreement and the Existing Canadian Security Agreement are filed
as exhibits to the Companys Annual Report on Form 10-K for the
year ended December31, 2014. The foregoing descriptions of the
Restatement Agreement, the Restated Credit Agreement, the
Canadian Reaffirmation Agreement, the Existing Guarantee
Agreement, the Existing U.S. Security Agreement and the Existing
Canadian Security Agreement are qualified in their entirety by
reference to the full text of such documents.

Section2 Financial Information

The information disclosed under Item1.01 of this Current Report
on Form 8-K relating to the Restated Credit Agreement is
incorporated herein by reference.

Section8 Other Events

On May1, 2017, the Company issued a press release announcing that
it has launched a private offering of $500 million aggregate
principal amount of senior notes. A copy of the press release,
which was issued to and in accordance with Rule 135c under the
Securities Act of 1933, as amended, is attached hereto as Exhibit
99.1 and incorporated herein by reference.

Also on May1, 2017, the Company issued a press release announcing
that it has commenced a cash tender offer for any and all of its
outstanding 7.75% Senior Notes due 2018. A copy of the press
release is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.

Section9 Financial Statements and Exhibits

About USG Corporation (NYSE:USG)

USG Corporation is a manufacturer and distributor of building materials. The Company produces a range of products for use in new residential, new nonresidential, and residential and nonresidential repair and remodel construction, as well as products used in certain industrial processes. The Company’s segments include Gypsum, Ceilings, Distribution, and USG Boral Building Products. Its Gypsum segment products include walls, ceilings, roofs and floors of residential, commercial and institutional buildings. Its Ceilings segment is a supplier of interior ceilings products. Its products include ceiling tile and ceiling grid. Its Distribution segment consists of L&W Supply Corporation is a distributor of gypsum wallboard and other building materials. USG Boral Building Products segment manufactures and distributes products for wall, ceiling, floor lining and exterior systems that utilize gypsum wallboard.

USG Corporation (NYSE:USG) Recent Trading Information

USG Corporation (NYSE:USG) closed its last trading session 00.00 at 30.30 with 2,085,389 shares trading hands.