Dated as of March 17, 1995
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 6, 1993
This FOURTH AMENDMENT (this "Fourth Amendment") dated as of March 17, 1995 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"), that certain
Second Amendment dated as of January 31, 1994 (the "Second Amendment") and that certain Third
Amendment dated as of August 11, 1994 (the "Third 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 Fourth 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 "Fourth Amendment Effective
Date" (as defined in Section 3 below), the Credit Agreement is amended as follows:
1.1. Amendments to Defined Terms.