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EXHIBIT 10
FIRST AMENDMENT
TO MASTER LETTER OF CREDIT AGREEMENT
This First
Amendment to Master Letter of Credit Agreement (this
"Amendment") is dated as of April 29, 2005
by and between USG CORPORATION, a
Delaware corporation ("Applicant"), and
LASALLE BANK NATIONAL ASSOCIATION
("Bank").
WITNESSETH:
WHEREAS,
Applicant and Bank are parties to that certain Master Letter of
Credit Agreement, dated as of June 11, 2003
(as it has been and may further be
amended, restated, modified or supplemented
and in effect from time to time, the
"Agreement");
WHEREAS,
Applicant is a debtor and debtor-in-possession in Chapter 11
case
(case no. 01-2094) in the United States
Bankruptcy Court (the "Court") for the
District of Delaware;
WHEREAS,
Applicant has requested that Bank amend the Agreement in
certain
respects, as more fully set forth herein,
and Bank is agreeable to such request
subject to the terms and conditions set
forth herein;
NOW, THEREFORE,
the parties hereto hereby agree as follows:
1. DEFINITIONS.
Capitalized terms used in this Amendment and not otherwise
defined herein are used with the meanings
given such terms in the Agreement.
2. AMENDMENTS.
The Agreement is hereby amended as follows:
(a) By amending and restating Section R-1 as follows:
"R-1 Letter of Credit Commitment.
(a) Prior to April 30, 2008 and provided that no Event of
Default then exists, Bank will issue Letters of Credit with an
aggregate stated amount not in excess of $175,000,000.00 at any
one time (the "Letter of Credit Commitment") in each case
containing such terms and conditions as are reasonably
satisfactory to Bank, provided, however, no Letter of Credit
shall have an expiry date later than the earlier to occur of
(a)
one year after
the date of issuance thereof, and (b) April 30,
2009."
(b) At Applicant's option, the Letter of Credit Commitment
shall terminate on the effective date of Applicant's chapter 11
plan of
reorganization (the "Early Termination Date"). Applicant
may exercise such termination option by issuing written notice
to
Bank of Applicant's intent to terminate the Letter of Credit
Commitment at least three business days' before the effective
date of such chapter 11 plan of reorganization. Notwithstanding
anything to the contrary herein, no fees payable under
Subsection
R-2(b) hereof shall accrue after the Early Termination Date.
All
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Required Collateral held by Bank for any Letter of Credit shall
be promptly returned to Applicant promptly after Bank receives
such outstanding Letter of Credit and a signed letter from the
applicable beneficiary, in the form of EXHIBIT A attached
hereto
or such other evidence in form reasonably acceptable to Bank,
which evidences such beneficiary's consent to cancel such
Letter
of Credit."
(b) By amending and restating Subsections R-2(a) and (b) as
follows:
"(a) LC Fee. One-half of one percent (0.5%) of the undrawn
amount of each Letter of Credit (computed for the actual number
of days elapsed on the basis of a year of 360 days), payable in
arrears on the last day of each quarter and on April 30, 2009
(for any period then ending for which such fee shall not have
previously been paid).
Notwithstanding anything to the contrary
herein, no fees payable under this Subsection R-2(a) shall
accrue
for any Letter of Credit after the date Bank receives such
Letter
of Credit and a signed letter from the applicable beneficiary,
in
the form of EXHIBIT A attached hereto or such other evidence in
form reasonably acceptable to Bank, which evidences such
beneficiary's consent to cancel such Letter of Credit."
"(b) Non-Use Fee. One-quarter of one percent (0.25%) of the
unused amount of the Letter of Credit Commitment, payable in
arrears on the last day of each quarter and on April 30, 2009
(for any period then ending for which such non-use fee shall
not
have previously been paid). For purposes of calculating usage
under this subsection, the Letter of Credit Commitment shall be
deemed used to the extent of the stated face amount of all
Letters of Credit. The non-use fee shall be computed for the
actual number of days elapsed on the basis of a year of 360
days."
(c) By amending and restating Subsection R-3(a) as follows:
"(a) The obligation of Bank to issue any Letters of Credit
is subject to the following:
(i) Applicant pledging cash collateral in a trust
account with
Bank (time deposit open account or certificate
of deposit) to Bank for all outstanding Letters of Credit
pursuant to documentation satisfactory to Bank in the amount
of 103% of the face amount of all outstanding Letters of
Credit; provided, however, for cash collateral requirements
in excess of $125,000,000, at Bank's sole discretion, Bank
will permit the pledge of Cash Equivalent Investments (in
lieu of cash) maintained in a trust account with Bank
pursuant to documentation satisfactory to Bank which, when
multiplied by the Bank's advance rates for collateral of
such type (as from time to time determined by the Bank),
will equal or exceed 103% of the face amount of all
outstanding Letters of Credit. As used herein, "Cash
Equivalent Investments" shall mean, at any time, (a) any
evidence of
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debt, maturing not more than one year after such time,
issued by the United States Government, (b) any certificate
of deposit, maturing not more than six months after such
time, that are issued or sold by LaSalle Bank or its holding
company or, upon Bank's sole discretion, by a commercial
banking institution that is a member of the Federal Reserve
System and has combined capital and surplus and undivided
profits of not less than $500,000,000 and rated at least A
by
Standard & Poor's Ratings Gr
