SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 17)

USG Corporation

(Name of Issuer)

Common Stock, Par Value $0.10 Per Share

(Title of Class of Securities)

90329405

(CUSIP Number)

Jorg Schanow, LL.M.

General Counsel

Gebr. Knauf KG

Am Bahnhof 7

97346 Iphofen

Federal Republic of Germany

(49) 9329-31-1091

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 8, 2018

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”) or otherwise subject to the liabilities of that section of the Securities Exchange Act but shall be subject to all other provisions of the Securities Exchange Act.

(Continued on following pages)

CUSIP No.   90329405						13D
	1	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons [Entities Only] Gebr. Knauf KG
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC and BK (see Item 3)
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Federal Republic of Germany
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 14,757,258
			8	Shared Voting Power 43,387,980 (see Note 1)
			9	Sole Dispositive Power 14,757,258
			10	Shared Dispositive Power -0-
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 58,145,238 (see Note 1)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) 41.7% (see Note 2)
	14	Type of Reporting Person PN

(1)Because the Reporting Person is a party to the Voting Agreement (as defined below), the Reporting Person may be deemed to have shared voting power with respect to an aggregate of 43,387,980 shares of Common Stock in connection with the matters covered by the Voting Agreement. Pursuant to Rule 13d-4, the Reporting Person disclaims all such beneficial ownership.

(2)Calculation of percentage based on 139,462,508 shares of the Common Stock outstanding as of June 7, 2018, as represented by the Issuer pursuant to the Merger Agreement (as defined below).

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CUSIP No.   90329405						13D
	1	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons [Entities Only] C & G Verwaltungs GmbH
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Federal Republic of Germany
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 14,757,258
			8	Shared Voting Power -0-
			9	Sole Dispositive Power 14,757,258
			10	Shared Dispositive Power -0-
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 14,757,258
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Sharesx (see Note 1)
	13	Percent of Class Represented by Amount in Row (11) 10.6% (see Note 2)
	14	Type of Reporting Person CO

(1)The Reporting Person is not a party to the Voting Agreement (as defined below).  Pursuant to Rule 13d-4, the Reporting Person disclaims all beneficial ownership with respect to the shares of Common Stock subject to the Voting Agreement.

(2)Calculation of percentage based on 139,462,508 shares of the Common Stock outstanding as of June 7, 2018, as represented by the Issuer pursuant to the Merger Agreement (as defined below).

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This is Amendment No. 17 to the Schedule 13D filed by certain of the Reporting Persons with the Securities and Exchange Commission on October 27, 2000, as subsequently amended (the “Schedule 13D”), with respect to the shares of Common Stock, par value $0.10 per share (“Common Stock”), of USG Corporation (the “Issuer”).  Capitalized terms used herein without definition have the meanings assigned to such terms in the Schedule 13D.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

On June 10, 2018, Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany (“Gebr. Knauf”), World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Gebr. Knauf (“Merger Sub”), and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub will be merged with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving corporation in the Merger (the “Surviving Corporation”) and an indirect, wholly-owned subsidiary of Gebr. Knauf.

In connection with the Merger Agreement, on June 8, 2018, Gebr. Knauf and Merger Sub entered into a commitment letter (the “Debt Commitment Letter”) with UniCredit Bank AG (“UniCredit”) and Commerzbank Aktiengesellschaft (“Commerzbank”). UniCredit and Commerzbank each executed the Debt Commitment Letter as a mandated lead arranger, bookrunner and underwriter.  The Debt Commitment Letter provides, among other things, that Commerzbank and UniCredit will arrange, manage the syndication of and underwrite a EUR 2,250,000,000 term credit facility, a EUR 500,000,000 (or the equivalent in USD) revolving credit facility, a USD 800,000,000 term credit facility and a USD 858,500,000 backstop credit facility. The aggregate proceeds from the foregoing credit facilities, together with the other available capital resources of Gebr. Knauf and its subsidiaries, are sufficient to fund the aggregate value of the transactions contemplated by the Merger Agreement.  The Merger is not conditioned on Gebr. Knauf’s receipt of financing pursuant to the Debt Commitment Letter.

The foregoing description of the Debt Commitment Letter is qualified in its entirety by the Debt Commitment Letter, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

The descriptions of the Merger Agreement and the Debt Commitment Letter in Item 3 are incorporated in this Item 4 by reference.

Merger Agreement

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.10, of the Issuer (the “Issuer common stock”) issued and outstanding immediately prior to the effective time of the Merger (other than shares of Issuer common stock owned directly or indirectly by Gebr. Knauf, which will continue as shares of common stock of the Surviving Corporation, and certain other excluded shares as further described in the Merger Agreement), will be automatically converted into the right to receive $43.50 in cash (without interest) (the “Per Share Merger Consideration”).  In addition, the Merger Agreement provides for the Issuer to declare a cash dividend of $0.50 per share (the “Special Dividend”) payable following certification of the results of the special meeting of stockholders held for the purpose, among other things, of adopting the Merger Agreement and the transactions contemplated thereby (the “Special Meeting”), to all holders of record of Issuer common stock as of the close of business on the record date for the Special Meeting, contingent upon receipt of the requisite stockholder approval required to adopt the Merger Agreement and the transactions contemplated thereby.

The Issuer has advised Gebr. Knauf that the board of directors of the Issuer (the “Board”) unanimously adopted and approved the Merger Agreement and the transactions contemplated thereby, including the Merger and, subject to the terms and conditions of the Merger Agreement, resolved to recommend that the Issuer’s stockholders adopt the Merger Agreement.  The Issuer has further advised Gebr. Knauf that the Board also approved the Voting Agreement (as defined below), the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and the Voting Agreement for purposes of Article Thirteenth of the Issuer’s Restated Certificate of Incorporation, which restricts certain transfers of the Issuer common stock, and determined that such approval is in the best interests of the Issuer.  In addition, the Board determined that each of those transactions is an “Exempt Transaction” for purposes of the Rights Agreement, dated as of December 21, 2006, as amended, by and between the Issuer and Computershare Trust Company, N.A. (successor to Computershare Investor Services, LLC), as rights agent.

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The transaction is expected to close in early 2019, which will be subject to the satisfaction or waiver of certain customary closing conditions, including, among other things (i) the adoption of the Merger Agreement by the affirmative vote of holders of at least 80 percent of the outstanding shares of Issuer common stock, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all consents, approvals or authorizations of, declarations or filings under other applicable competition laws and foreign investment laws have been obtained (collectively, “Regulatory Approvals”), (iii) the absence of certain legal impediments preventing the completion of the Merger, and (iv) the accuracy of the representations and warranties of the parties and the compliance of the parties with their respective covenants, subject to customary qualifications, including with respect to materiality.

Each of Gebr. Knauf , Merger Sub and the Issuer has made certain customary representations, warranties and covenants in the Merger Agreement.  The Issuer’s covenants include, among other things, the obligation (i) to conduct its business in all material respects in the ordinary course of business consistent with past practice (subject to certain conditions, during the period between the execution of the Merger Agreement and the completion of the Merger), (ii) not to solicit or initiate discussions with third parties regarding alternative transactions and (iii) to respond to proposals regarding such alternative transactions only in accordance with the terms of the Merger Agreement.

The Merger Agreement contains certain termination rights for both Gebr. Knauf and the Issuer.  The Merger Agreement may be terminated by either Gebr. Knauf or the Issuer if the conditions to the Merger have not been satisfied by January 1, 2019 (the “End Date”), except that this date will be automatically extended to September 1, 2019 if the only conditions that have not been satisfied are those relating to Regulatory Approvals.  The Merger Agreement further provides that, in certain circumstances, including if the Issuer terminates the Merger Agreement in order to enter into a superior transaction, the Issuer would be required to pay Gebr. Knauf a termination fee of $215 million.

As soon as practicable after the Merger, Gebr. Knauf will take the necessary actions to delist the Issuer common stock from the New York Stock Exchange and any other applicable exchanges and to deregister the Issuer common stock under the Securities Exchange Act of 1934, as amended.

Voting Agreement

Concurrently with the execution of the Merger Agreement, Gebr. Knauf and Merger Sub entered into a voting agreement dated June 10, 2018 (the “Voting Agreement”) with Berkshire Hathaway Inc. (“Berkshire”), on behalf of itself and certain of its direct and indirect subsidiaries that own shares of Issuer common stock, pursuant to which Berkshire has agreed, subject to the terms thereof, to vote its shares of Issuer common stock in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby and against any competing acquisition proposals relating to the Issuer.  Berkshire is the beneficial owner of  43,387,980 shares of Issuer common stock representing approximately 31% of the outstanding shares of the Issuer as of June 7, 2018, based upon 139,462,508 shares of Issuer common stock outstanding as of such date as represented by the Issuer in the Merger Agreement.

The Voting Agreement will terminate upon the earliest to occur of (i) the effective time of the Merger, (ii) the date on which the Merger Agreement is terminated in accordance with its terms, (iii) five business days after delivery of written notice of termination by Berkshire to Gebr. Knauf if after the date of the Voting Agreement any acquisition proposal with respect to the Issuer has been publicly announced or otherwise becomes publicly known, (iv) the date of any material modification, amendment or waiver of or to the Merger Agreement as in effect as of the date of the Voting Agreement, which Berkshire believes has an adverse effect on the consideration payable to stockholders of the Issuer upon consummation of the Merger, (v) September 1, 2019 and (vi) the mutual written agreement of Gebr. Knauf and Berkshire to terminate the Voting Agreement.

The foregoing descriptions of the Merger Agreement and the Voting Agreement are qualified in their entirety by the Merger Agreement and the Voting Agreement, copies of which are attached as Exhibit 2.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

The foregoing descriptions of the Merger Agreement, the Voting Agreement and the Debt Commitment Letter, and the copies of the Merger Agreement, the Voting Agreement and the Debt Commitment Letter attached hereto as exhibits, are intended to provide information regarding the terms of the Merger Agreement, the Voting Agreement and the Debt Commitment Letter and are not intended to provide any factual information about the Issuer or modify or supplement any factual disclosures about the Issuer in its public reports filed with the Securities and Exchange Commission (the “SEC’). In particular, the Merger Agreement, the Voting Agreement, the Debt Commitment Letter and the related descriptions are not intended to be, and should not be relied upon as, disclosures

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regarding any facts and circumstances relating to the Issuer. The Merger Agreement, the Voting Agreement and the Debt Commitment Letter contain representations and warranties by each of the parties which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement, the Voting Agreement and the Debt Commitment Letter were made solely for the benefit of the parties to the agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement, the Voting Agreement or the Debt Commitment Letter, and in reviewing the representations, warranties and covenants contained in the agreements or any descriptions thereof in the foregoing summaries, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof were not intended by the parties to the agreements to be characterizations of the actual state of facts or condition of the Issuer, Gebr. Knauf or any of their respective subsidiaries or affiliates. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, the Voting Agreement and the Debt Commitment Letter, which subsequent information may or may not be fully reflected in the Issuer’s public disclosures. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone and instead should be read in conjunction with the other information contained in the reports, statements and filings that the Issuer files publicly with the SEC.

On June 11, 2018, Gebr. Knauf and the Issuer issued a joint press release announcing that the parties had entered into the Merger Agreement.  A copy of the joint press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 5.Interest in Securities of the Issuer.

Item 5 is hereby amended to add the following:

(a) and (b)

As a result of the Voting Agreement, Gebr. Knauf may be deemed to have acquired beneficial ownership of 43,387,980 shares of Issuer common stock beneficially owned by Berkshire (the “Subject Shares”). The Subject Shares  represent approximately 31% of the outstanding shares of the Issuer as of June 7, 2018, based upon 139,462,508 shares of Common Stock of the Issuer outstanding as of such date as represented by the Issuer in the Merger Agreement.

Gebr. Knauf may be deemed to have shared power to vote the Subject Shares with respect to those matters described above. However, Gebr. Knauf is not entitled to any other rights as stockholder of the Issuer as to the Subject Shares.

The Reporting Persons disclaim that they constitute a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with Berkshire and, pursuant to Rule 13d-4 under the Exchange Act, disclaim beneficial ownership of any shares of Issuer common stock beneficially owned by Berkshire or any of its affiliates, including the Subject Shares.

The information required by Item 2 of Schedule 13D of each person with whom the power to vote or direct the vote or to dispose or direct the disposition of the Subject Shares may be deemed to be shared with the Reporting Persons is set forth in the report on Schedule 13D filed on January 31, 2006 by Berkshire with respect to the Issuer, as amended thereafter.

(c)As described in Items 3 and 4 above, Gebr. Knauf entered into the Merger Agreement and the Voting Agreement, which are incorporated herein by reference in their entirety.  Except as set forth herein with reference to the Merger Agreement and the Voting Agreement, the Reporting Persons have not effected any transaction in the shares of the Common Stock during the past 60 days.

(d)To the knowledge of the Reporting Persons, no person, other than Berkshire as set forth in the Voting Agreement, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares that may be deemed to be beneficially owned by Gebr. Knauf.

(e)Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in or incorporated by reference into Items 3, 4 and 5 above is incorporated herein by reference in its entirety.  Except as set forth herein, there are no contracts, understandings or relationships between the Reporting Persons and any other person with respect to the Common Stock of the Issuer.

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Item 7.Material to be Filed as Exhibits.

Exhibit 2.1*Agreement and Plan of Merger dated as of June 10, 2018, among Gebr. Knauf KG, World Cup Acquisition Corporation and USG Corporation.

Exhibit 10.1Debt Commitment Letter dated as of June 8, 2018, among UniCredit Bank AG, Commerzbank Aktiengesellschaft, Gebr. Knauf KG and World Cup Acquisition Corporation.

Exhibit 10.2Voting Agreement dated as of June 10, 2018, among Gebr. Knauf KG, World Cup Acquisition Corporation and Berkshire Hathaway Inc.

Exhibit 99.1Joint Press Release dated June 11, 2018.

*Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Reporting Persons agree to furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 11, 2018

GEBR. KNAUF KG

/s/ Alexander Knauf

Alexander Knauf

General Partner

C & G VERWALTUNGS GMBH

/s/ Jörg Schanow

Jörg Schanow

General Manager

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EX-2.1

Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

AMONG

GEBR. KNAUF KG,

WORLD CUP ACQUISITION CORPORATION

AND

USG CORPORATION

DATED AS OF JUNE 10, 2018

TABLE OF CONTENTS

ARTICLE I DEFINED TERMS		2
Section 1.1	Certain Defined Terms	2
Section 1.2	Additional Defined Terms	11
Section 1.3	Interpretation	13
ARTICLE II THE MERGER AND CERTAIN RELATED MATTERS		14
Section 2.1	The Merger	14
Section 2.2	Closing	14
Section 2.3	Effective Time	14
Section 2.4	Surviving Corporation Constituent Documents	14
Section 2.5	Surviving Corporation Directors and Officers	14
Section 2.6	Effect on Capital Stock	15
Section 2.7	Treatment of Equity Compensation Awards	16
Section 2.8	Further Assurances	18
ARTICLE III PAYMENT FOR SHARES		18
Section 3.1	Surrender and Payment	18
Section 3.2	Lost, Stolen or Destroyed Certificates	20
Section 3.3	Withholding Rights	20
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY		20
Section 4.1	Organization	20
Section 4.2	Subsidiaries	21
Section 4.3	Capitalization	21
Section 4.4	Authorization; Board Approval; Voting Requirements	22
Section 4.5	Consents and Approvals; No Violations	23
Section 4.6	Takeover Provisions; Rights Plan; Company Confidentiality Agreement	24
Section 4.7	SEC Reports; Financial Statements	24
Section 4.8	SEC Compliance Matters	25
Section 4.9	Absence of Undisclosed Liabilities	26
Section 4.10	Absence of Certain Changes	27
Section 4.11	Litigation; Investigations	27

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TABLE OF CONTENTS

(continued)

Section 4.12	Compliance with Laws; Permits	27
Section 4.13	Taxes	28
Section 4.14	Employee Benefit Plans and Related Matters; ERISA	29
Section 4.15	Employees; Labor Matters	31
Section 4.16	Intellectual Property	32
Section 4.17	Environmental Laws and Regulations	33
Section 4.18	Contracts	34
Section 4.19	Real Property	35
Section 4.20	Products and Product Liability	36
Section 4.21	Insurance Coverage	36
Section 4.22	UBBP Business	36
Section 4.23	Disclosure Documents and Proxy Statement	37
Section 4.24	Opinion of Financial Advisor	37
Section 4.25	Brokers	37
Section 4.26	No Other Representations or Warranties	38
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB		38
Section 5.1	Organization	38
Section 5.2	Merger Sub	38
Section 5.3	Authorization; Board Approval	39
Section 5.4	Consents and Approvals; No Violations	39
Section 5.5	Financing	40
Section 5.6	Parent Financial Statements	41
Section 5.7	Proxy Statement	42
Section 5.8	Ownership of Common Stock; Agreements with Stockholders	42
Section 5.9	Litigation	42
Section 5.10	No Other Representations or Warranties	42
ARTICLE VI COVENANTS OF THE PARTIES		43
Section 6.1	Operating Covenants	43

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TABLE OF CONTENTS

(continued)

Section 6.2	Preparation and Mailing of Proxy Statement	46
Section 6.3	Stockholders Meeting; Recommendation	47
Section 6.4	Access to Information; Confidentiality	49
Section 6.5	Acquisition Proposals	50
Section 6.6	Confidentiality Agreements	53
Section 6.7	Rights Plan and Protective Provisions; State Takeover Laws	53
Section 6.8	Section 16 of the Exchange Act	53
Section 6.9	Stockholder Litigation	53
Section 6.10	Cooperation	53
Section 6.11	Financing Assistance	54
Section 6.12	Liability Management	56
Section 6.13	Deregistration and Delisting	57
Section 6.14	Cooperation Relating to UBBP Companies	58
ARTICLE VII ADDITIONAL AGREEMENTS		58
Section 7.1	Consents and Approvals	58
Section 7.2	Employee Matters	61
Section 7.3	Fees and Expenses	62
Section 7.4	Directors’ and Officers’ Indemnification and Insurance	62
Section 7.5	Public Announcements	63
Section 7.6	Notice of Certain Events	63
Section 7.7	Control of Operations	64
Section 7.8	Agreements Relating to Debt Financing	64
Section 7.9	Parent Approval; Merger Sub Compliance	65
ARTICLE VIII CONDITIONS PRECEDENT		65
Section 8.1	Conditions to Each Party’s Obligation to Effect the Merger	65
Section 8.2	Conditions to Obligations of Parent and Merger Sub	66
Section 8.3	Conditions to Obligations of the Company	66
Section 8.4	Frustration of Closing Conditions	67

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TABLE OF CONTENTS

(continued)

ARTICLE IX TERMINATION		67
Section 9.1	Termination	67
Section 9.2	Effect of Termination	68
Section 9.3	Termination Fee	68
ARTICLE X GENERAL PROVISIONS		70
Section 10.1	Non-Survival of Representations, Warranties and Agreements	70
Section 10.2	Notices	70
Section 10.3	Entire Agreement; Third Party Beneficiaries	72
Section 10.4	Severability	72
Section 10.5	Assignment	72
Section 10.6	Amendment	73
Section 10.7	Extension; Waiver	73
Section 10.8	Governing Law and Venue: Waiver of Jury Trial	73
Section 10.9	Enforcement	75
Section 10.10	No Recourse	75
Section 10.11	Counterparts; Effectiveness	75

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER dated as of June 10, 2018 (this “Agreement”) is made and entered into among Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany (“Parent”), World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and USG Corporation, a Delaware corporation (the “Company”).  Parent, Merger Sub and the Company are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, each of the general partners (Komplementär) and the shareholders’ committee (Gesellschafterausschuss) of Parent have (a) approved the merger of Merger Sub with and into the Company with the Company surviving the merger upon the terms and subject to the conditions set forth in this Agreement (the merger of Merger Sub with and into the Company being referred to in this Agreement as the “Merger”) and becoming an indirect, wholly-owned subsidiary of Parent as a result of the Merger, (b) approved the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, and (c) approved and declared advisable this Agreement.

WHEREAS, the Board of Directors of Merger Sub has unanimously (a) approved and declared the advisability of this Agreement, the Merger and the other transactions contemplated by this Agreement and (b) directed that this Agreement be submitted to the sole stockholder of Merger Sub for its adoption and recommended that its sole stockholder adopt this Agreement.

WHEREAS, the Board of Directors of the Company has unanimously (a) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, advisable and in the best interests of the Company and its stockholders, (b) approved and declared advisable this Agreement and the consummation by the Company of the transactions contemplated hereby, including the execution, delivery and performance of this Agreement, (c) subject to Section 6.5, resolved to recommend the adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company, and (d) directed that this Agreement be submitted to the stockholders of the Company for adoption.

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent and Merger Sub have entered into a Voting Agreement, in the form attached hereto as Exhibit A, with certain stockholders of the Company set forth therein (the “Voting Agreement”) pursuant to which such stockholders, on the terms and subject to the conditions set forth therein, have agreed to vote or cause to be voted all of the subject shares (as defined therein) of common stock of the Company then beneficially owned by them for the approval and adoption of the Merger, this Agreement and the consummation of all of the transactions contemplated thereby.

WHEREAS, the Company, Parent and Merger Sub desire to make and enter into certain representations, warranties, covenants and agreements in connection with the Agreement and also to prescribe certain conditions to the Merger.

WHEREAS, subject to receipt of the Stockholder Approval, the Company intends to declare and pay the Special Dividend promptly following certification of the results of the Stockholders Meeting to all holders of record of Common Stock as of the close of business on the record date for the Stockholders Meeting.

NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:

AGREEMENT

ARTICLE I
DEFINED TERMS

Section 1.1Certain Defined Terms.  As used in this Agreement, the following terms have the meanings specified in this Section 1.1.

“Acceptable Confidentiality Agreement” means a written confidentiality agreement between the Company and another Person that (a) contains confidentiality, non-use and other provisions applicable to such Person and its Affiliates and Representatives no less restrictive on the other party than the provisions contained in the Company Confidentiality Agreement (except that such agreement will not be required to contain “standstill” provisions) and (b) does not contain any provision that would prevent the Company from performing and complying with its obligations under this Agreement, including the Company’s obligations to provide any disclosure to Parent required pursuant to Section 6.5.

“Acquisition Proposal” means any inquiry, proposal or offer from, or indication of interest in making a proposal or offer by, any Person, whether or not subject to conditions, relating to any transaction or series of transaction involving any direct or indirect (a) merger, share exchange, joint venture, partnership, business combination or consolidation, or any similar transaction involving the Company, (b) sale, lease, license, exchange, mortgage, pledge, transfer or other acquisition or transaction, assumption or disposition of 15 percent or more (based on the fair market value thereof) of the consolidated net revenues, net income or assets, including any Securities of the Company Subsidiaries, of the Company and the Company Subsidiaries, taken as a whole, (c) purchase, share issuance, tender offer, exchange offer or other acquisition or transaction (including by way of merger, share exchange, joint venture, partnership, business combination, consolidation or otherwise) that if consummated would result in the Beneficial Ownership by any Person or “group” (as defined under the Exchange Act) of Securities representing 15 percent or more of the outstanding Common Stock or any other class of voting Securities of the Company or (d) recapitalization, reorganization, liquidation, dissolution or any other similar transaction involving the Company or any Significant Company Subsidiary; provided that the term “Acquisition Proposal” will not include the Merger or the other transactions contemplated by this Agreement.

“Affiliate” means, with respect to any Person, another Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by Contract, as trustee or executor or otherwise.  For purposes of this Agreement, (a) the UBBP Companies will not be considered “Affiliates” of the Company or any Company Subsidiary, (b) neither Parent nor Berkshire Hathaway Inc. (or any of their respective Affiliates) will be considered “Affiliates” of the Company or any Company Subsidiary, and (c) neither the Company nor Berkshire Hathaway Inc. (or any of their respective Affiliates) will be considered an “Affiliate” of Parent or any Subsidiary of Parent.

“Beneficial Owner” means, with respect to a Security, any Person that, directly or indirectly, through any Contract, relationship or otherwise would be considered the “beneficial owner” of such Security in accordance with Rule 13d-3 under the Exchange Act.  The term “Beneficial Ownership” will be construed accordingly.

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“Benefit Plan” means any employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, Equity Right with respect to the stock of the Company or any Company Subsidiary, Stock Plan, termination indemnity, redundancy, change in control, performance, retention, severance or termination pay, sick pay, vacation pay, fringe benefit, educational assistance, housing assistance, relocation or expatriate, moving expense reimbursement, hospitalization or other medical, life, disability, welfare benefit or other insurance, supplemental unemployment benefits, profit-sharing, pension, superannuation or retirement plan, program or Contract, Tax gross-up or Tax indemnity Contract, and each other material employee benefit plan or program, whether written or oral, in each case currently sponsored, maintained or contributed to or required to be contributed to by the Company, any Company Subsidiary or any ERISA Affiliate of the Company or any Company Subsidiary, for the benefit of any current or former director, officer or employee of the Company or any Company Subsidiary, other than any plan or arrangement required by applicable Law or any Contract that may be terminated with less than 60 days’ notice and without the payment of severance.

“Board of Directors” means the board of directors of a specified Person.

“Business Day” means any day, except Saturday or Sunday, on which commercial banks are not required or authorized to close in Frankfurt, Germany, Chicago, Illinois, Dover, Delaware or New York, New York.

“Change” means a change, circumstance, condition, event, effect, development or state of facts.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Common Stock” means the Common Stock, par value $0.10 per share, of the Company.

“Company Confidential Information” means all proprietary, technical, economic, environmental, operational, financial or other business information or material, data, reports, interpretations, forecasts and business plans, in written, oral (including by recording), electronic or visual form, in the possession of, or which has been disclosed to, whether prior to or following the date of this Agreement, Parent or its Affiliates or their respective Representatives by the Company or its Affiliates or Representatives, including pursuant to the access provisions of this Agreement, except, in each case, to the extent that such information can be shown to have been (a) in the public domain (other than as a result of a disclosure by Parent or its Affiliates or Representatives), (b) available to Parent or its Affiliates or Representatives on a non-confidential basis from a source other than the Company or its Affiliates or Representatives without, to such Person’s knowledge after reasonable inquiry, being subject to any contractual or other obligation of confidentiality to the Company or its Affiliates or Representatives or (c) independently developed by Parent or its Affiliates or Representations or on their behalf without reference to, incorporation of or other use of any such information or otherwise violating the obligations of Parent or Merger Sub under this Agreement.

“Company Confidentiality Agreement” means the letter agreement dated as of May 4, 2018 between the Company and Parent.

“Company IRBs” means, collectively, the Company’s (a) $45 million aggregate principal amount of Ohio Air Quality Development Authority industrial revenue bonds, (b) $44.4 million aggregate principal amount of Ohio Air Quality Development Authority industrial revenue bonds, (c) $9 million aggregate principal amount of Ohio Air Quality Development Authority industrial revenue bonds, (d) $10 million aggregate principal amount of City of East Chicago, Indiana industrial revenue bonds, (e) $10 million City of East Chicago, Indiana industrial revenue bonds, (f) $110 million aggregate

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principal amounts of Pennsylvania Economic Development Financing Authority industrial revenue bonds and (g) $11 million aggregate principal amount of Oregon Economic & Community Development Commission industrial revenue bonds.

“Company Notes” means, collectively, the Company’s (a) $350 million aggregate principal amount of 5.50% senior notes due 2025 and (b) $500 million aggregate principal amount of 4.875% senior notes due 2027.

“Company Notes Indenture” means, collectively, the indenture, dated November 1, 2006, between the Company and Wells Fargo, National Association, as trustee, as supplemented by the supplemental indenture no. 6, dated February 24, 2015, among the Company, the Guarantors named therein and U.S. Bank National Association, as successor trustee and the supplemental indenture no. 7, dated May 15, 2017, among the Company, the Guarantors named therein and U.S. Bank National Association, as successor trustee.

“Competition Law” means any Law, including the HSR Act, the Clayton Act of 1914, as amended, the Sherman Antitrust Act of 1890, as amended, the Federal Trade Commission Act, as amended, and all other applicable Laws that prohibit, restrict or regulate actions having an anticompetitive effect or purpose, including competition, restraint of trade, anti-monopolization, merger control or antitrust Laws.

“Constituent Documents” means, with respect to any entity, its certificate or articles of incorporation, bylaws and any similar charter, shareholders, shareholders’ rights, limited liability company, limited partnership, joint venture or similar agreement, or other organizational or governing documents of such entity.

“Contract” means any legally binding contract, agreement, lease, sublease, license, sublicense, commitment, understanding, warranty, guaranty, mortgage, note, bond, option, warrant or other legally binding arrangement, in each case, whether written or oral.

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Environmental Law” means any Law relating to the environment, natural resources, pollutants, contaminants or, to the extent relating to exposure to Hazardous Substances, public health and safety, including any Law pertaining to (a) treatment, storage, disposal, generation and transportation of Hazardous Substances, (b) air, water and noise pollution, (c) groundwater or soil contamination, (d) the Release or threatened Release into the environment of Hazardous Substances, including emissions, discharges, injections, spills, escapes or dumping into the environment of pollutants, contaminants or chemicals, (e) the manufacture, processing, use, distribution, treatment, storage, disposal, transportation or handling of Hazardous Substances, (f) underground and other storage tanks or vessels, abandoned, disposed or discarded barrels, containers and other closed receptacles that were used to contain Hazardous Substances, or (g) the protection of natural resources, wildlife, marine sanctuaries and wetlands, including endangered and threatened species.

“Environmental Permit” means any Permit required pursuant to any applicable Environmental Law.

“Equity Right” means, with respect to any Person, any Security or obligation convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, or any option, call, restricted stock, deferred stock award, stock unit, “phantom” award, dividend equivalent, or any

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stock appreciation right or other instrument the value of which is determined in whole or in part by reference to the market price or value of, shares of capital stock or earnings of such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to any entity, any trade or business, whether or not incorporated, that together with such entity and its Subsidiaries would be deemed a “single employer” within the meaning of Section 4001 of ERISA.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Financial Statements” means the consolidated financial statements of the Company and the Company Subsidiaries included in the SEC Documents.

“Financing Sources” means each Person (other than Parent or Merger Sub, but including each lender, agent and arranger) that has entered into the Debt Commitment Letter, committed to provide or otherwise entered into agreements in connection with the Debt Financing (including any Alternative Financing) or other financings in connection with the transactions contemplated by this Agreement, including any commitment letters, engagement letters, credit agreements, loan agreements, joinders or indentures pursuant to or relating thereto, together with each Affiliate thereof and each officer, director, employee, partner, trustee, controlling person, stockholder, advisor, attorney, agent and representative of each such Person or Affiliate and their respective successors and assigns.

“Foreign Investment Law” means any Law intended to prohibit, restrict or regulate acquisitions or investments in Persons organized, domiciled or operating in a jurisdiction by foreign Persons.

“Governmental Authority” means any federal, state, local, foreign or international court, tribunal, judicial or arbitral body, government, department, commission, board, bureau, agency or other regulatory, administrative or governmental authority.

“Hazardous Substance” means any substance, material, contaminant, mixture, solution, pollutant or waste that is regulated under any Environmental Law, including petroleum and all fractions thereof, asbestos or asbestos-containing materials in any form or condition and polychlorinated biphenyls.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, without duplication, (a) all indebtedness for borrowed money, or with respect to deposits or advances of any kind, (b) all obligations evidenced by bonds, debentures, notes, mortgages or similar instruments or securities, (c) all obligations issued or assumed as the deferred and unpaid purchase price of property or services (excluding obligations of the Company and the Company Subsidiaries to creditors for inventory, services and supplies incurred in the ordinary course of business consistent with past practices), (d) all lease obligations capitalized on the books and records (as such would be accounted for on a balance sheet prepared in accordance with GAAP as GAAP is in effect on the date of this Agreement), (e) all reimbursement obligations in respect of letters of credit or performance bonds (excluding (i) letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business consistent with past practices, (ii) standby letters of credit relating to workers’ compensation insurance and surety bonds, (iii) surety bonds and customs bonds, and (iv) clearing house guarantees), (f) all net payment obligations under swap, derivative

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and hedging instruments and Contracts that would be payable upon termination thereof (assuming they were terminated on the date of determination), and (g) all guarantees and Contracts having the economic effect of a guarantee of any Indebtedness of any other Person, other than clearing house guarantees.  Notwithstanding the foregoing, “Indebtedness” will not include intercompany indebtedness, obligations or liabilities between or among the Company and any wholly-owned Company Subsidiaries.

“Intellectual Property” means all of the following anywhere in the world and all legal rights, title or interest in, under or in respect of the following arising under Law, whether or not filed, perfected, registered or recorded and whether now or later existing, filed, issued or acquired, including all renewals (a) all patents and applications for patents (including all invention disclosures) and all related reissues, reexaminations, divisions, renewals, extensions, provisionals, continuations and continuations in part, (b) all copyrights, copyright registrations and copyright applications, and copyrightable works, (c) all trade dress and trade names, logos, internet addresses and domain names, trademarks and service marks and related registrations and applications, including any intent to use applications, supplemental registrations and any renewals or extensions, all other indicia of commercial source or origin and all goodwill associated with any of the foregoing, (d) all computer software (including source and object code), firmware, development tools, proprietary languages, algorithms, files, records, technical drawings and related documentation, data and manuals (collectively, “Software”), (e) all mask works, mask work registrations and mask work applications, (f) all inventions (whether patentable or unpatentable and whether or not reduced to practice), know how, technology, technical data, (g) all trade secrets, including trade secrets embodied in confidential business information, manufacturing and production processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans, advertising and promotional materials, customer, distributor, reseller and supplier lists and information, correspondence, records, and other documentation (collectively, “Trade Secrets”), (h) all databases and data collections, and (i) all other proprietary rights (including moral rights, rights related to social media accounts or information (including likes, subscribers or members), rights of personality, identity or privacy).

“Intellectual Property License Agreement” means a Contract granting or obtaining any right to use or practice any rights under any Intellectual Property to which the Company or any of the Company Subsidiaries is a party or otherwise bound (whether as grantor or grantee or recipient of such right or otherwise).

“Intervening Event” means a material positive Change with respect to the Company and the Company Subsidiaries or the business of the Company and the Company Subsidiaries, in each case taken as a whole, that (a) is unknown by the Board of Directors or executive management of the Company as of or prior to the date of this Agreement, (b) is not reasonably foreseeable as of the date of this Agreement and (c) first becomes known to the Board of Directors of the Company after the date of this Agreement and on or prior to the date of the Stockholder Approval; provided that none of the following will be deemed, either alone or in combination, to constitute or be deemed to contribute to, and none of the following will be taken into account in determining whether there has been, an Intervening Event: (i) the receipt by the Company of an Acquisition Proposal or a Superior Proposal or any inquiry, offer, request or proposal that would be reasonably expected to lead to an Acquisition Proposal or a Superior Proposal or the existence or terms of an Acquisition Proposal, or any inquiry, offer, request or proposal that would reasonably be expected to lead to an Acquisition Proposal or Superior Proposal, (ii) any increase or decrease in the trading price or trading volume of the Common Stock or any Equity Right relating to the Common Stock, or (iii) any action or inaction taken by any Party pursuant to the terms of this Agreement.

“IRS” means the United States Internal Revenue Service.

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“IT Systems” means the hardware, Software, data communications lines, network and telecommunications equipment, internet-related information technology architecture, wide area network and other information technology equipment owned, leased or licensed by the Company or any of the Company Subsidiaries.

“Knowledge” means, with respect to the Company, the actual knowledge of any of the individuals set forth in Section 1.1 of the Company Disclosure Letter, in each case with respect to the representations and warranties in the sections set forth opposite such individual’s name.

“Law” means any federal, state, local, municipal, non-U.S., international, multinational or other rule, regulation, statute, Order, ordinance, constitution, treaty, administrative interpretation, directive or code promulgated by any Governmental Authority, including any binding case law.

“Lease” means any lease, sublease, license, occupancy agreement or similar Contract relating to real property and any and all amendments, renewals, extensions or other modifications thereto.

“Leased Real Property” means real property and any improvements and fixtures located thereon or attached thereto in which the Company or any of the Company Subsidiaries has acquired interests pursuant to any Lease.

“Lien” means any mortgage, claim, pledge, hypothecation, encumbrance, lien (statutory or other), servitude, easement, right of way, option, right of first offer or refusal or other charge or security interest of any kind or nature whatsoever (including any conditional sale or other title retention Contract).

“Material Adverse Effect” means, with respect to the Company, a Change that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, financial condition, operations or results of operations of the Company and the Company Subsidiaries, taken as a whole; provided that none of the following will be deemed, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there has been, a Material Adverse Effect:  (a) any Change in general United States or global economic conditions, (b) any Change in regulatory, legislative or political conditions or the financial, credit, securities or other capital markets in the United States or any foreign jurisdiction, (c) any Change that is the result of conditions generally affecting the industries in which the Company and the Company Subsidiaries operate, (d) any Change that is the result of any decline in the market price, or Change in trading volume, of the Common Stock (it being understood that the facts or occurrences giving rise to or contributing to such decline or Change may, if not otherwise excluded by this definition, be deemed to constitute, or be taken into account in determining whether there has been or will be a Material Adverse Effect), (e) any Change that is the result of any failure, in and of itself, by the Company or the Company Subsidiaries to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may, if not otherwise excluded, be deemed to constitute, or be taken into account in determining whether there has been or will be a Material Adverse Effect), (f) any Change resulting from the execution and delivery of this Agreement or the public announcement, consummation or pendency of the Merger or any of the other transactions contemplated by this Agreement, including the impact thereof on the relationships, contractual or otherwise, of the Company or any of the Company Subsidiaries with employees, labor unions, customers, suppliers or partners (it being understood that that the exception in this clause (f) will not apply to any representation or warranty of the Company in this Agreement if the primary purposes of such representation or warranty is to address the consequences of entering into this Agreement or consummating the Merger), (g) any Change resulting from any Proceeding brought by any one or more stockholders of the Company (on their own behalf or on behalf of the Company, including any class action) against the Company or its directors arising out the

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Merger or otherwise in connection with the transactions contemplated by this Agreement, (h) any Change resulting from any action taken by the Company or any Company Subsidiary that is required by this Agreement or any action taken at the written request of Parent, (i) any hurricane, tornado, flood, earthquake, tsunami, volcanic eruption or other natural disaster occurring after the date of this Agreement, (j) geopolitical conditions, the outbreak of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such conditions, hostilities, acts of war, sabotage or terrorism occurring after the date of this Agreement, (k) any Change occurring after the date of this Agreement in applicable Law, including any Tax or trade policy, or GAAP (or authoritative interpretations thereof), (l) any adverse Change to the Company’s credit ratings (it being understood that the facts or occurrences giving rise to or contributing to such adverse Change may, if not otherwise excluded by this definition, be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect) or (m) any item set forth in Section 1.1 of the Company Disclosure Letter, except (A) in the case of each of clauses (a), (b), (c) (i), (j) and (k), to the extent that any such Change has occurred that has a disproportionate adverse effect on the Company and the Company Subsidiaries, taken as a whole, as compared to other participants in the industries in which the Company and the Company Subsidiaries operate (in which case, only the incremental disproportionate impact may be taken into account in determining whether there has been, or would be, a Material Adverse Effect) or (B) in the case of clause (i), to the extent that any such Change relates primarily only to, or has an effect primarily relating to, the Company and the Company Subsidiaries.

“Multiemployer Plan” means any plan or Contract that is a multiemployer plan within the meaning of Sections 3(37) or 4001(a)(3) of ERISA.

“NYSE” means the New York Stock Exchange, Inc.

“Order” means any charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award or settlement, whether civil, criminal or administrative and whether formal or informal issued by a Governmental Authority.

“Owned Intellectual Property” means any Intellectual Property that is owned by the Company or any of the Company Subsidiaries.

“Owned Real Property” means real property, together with all improvements and fixtures located thereon or attached thereto, owned by the Company or any Company Subsidiary, including all easements, licenses, rights and appurtenances relating to the foregoing.

“Parent Confidential Information” means all proprietary, technical, economic, environmental, operational, financial or other business information or material, data, reports, interpretations, forecasts and business plans, in written, oral (including by recording), electronic or visual form, in the possession of, or which has been disclosed to, whether prior to or following the date of this Agreement, the Company or its Affiliates or their respective Representatives by Parent or its Affiliates or Representatives, except, in each case, to the extent that such information can be shown to have been (a) in the public domain (other than as a result of a disclosure by the Company or its Affiliates or Representatives), (b) available to the Company or its Affiliates or Representatives on a non-confidential basis from a source other than Parent or its Affiliates or Representatives without, to such Person’s knowledge after reasonable inquiry, being subject to any contractual or other obligation of confidentiality to Parent or its Affiliates or Representatives or (c) independently developed by the Company or its Affiliates or Representations or on their behalf without reference to, incorporation of or other use of any such information or otherwise violating the obligations of the Company under this Agreement.

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“Parent Confidentiality Agreement” means the letter agreement dated as of May 24, 2018 between the Company and Parent.

“Permit” means any permit, license, variance, exemption, qualification, registration, franchise, filing, license, certificate, consent, approval or authorization issued or granted by or filed or made with any Governmental Authority.

“Permitted Lien” means any (a) Lien for Taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in the Financial Statements, as applicable, (b) carrier’s, warehousemen’s, mechanic’s, materialmen’s, repairmen’s or other similar Lien incurred in the ordinary course of business consistent with past practices, (c) pledge or deposit in connection with workers’ compensation, unemployment insurance and other social security legislation, (d) pledges and deposits to secure performance of bids, trade contracts, leases, tenders, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other similar obligations, in the ordinary course of business, (e) customary rights of setoff, revocation, refund or chargeback under banking, cash management, credit card and similar arrangements, (f) inchoate Lien arising under operation of Law, (g) Lien comprising a deposit required by the insurance regulatory authority of any applicable jurisdiction, (h) Lien representing any interest of a licensee, licensor, lessee, lessor, sublicensee, sublicensors, sublessee or sublessor under any license, lease, sublease or sublicense (including any Lease), (i) Lien in favor of customs and revenue authorities that secure payment of custom or import duties with respect to the assets being so imported and in respect of which such duties are owing, (j) easement, right-of-way, restriction, covenant, condition, encroachment, defect, and irregularity of title and other similar encumbrance, which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, (k) Lien permitted under any Lease and any ancillary documents thereto, (l) Lien that affects the underlying fee interest of Leased Real Property, (m) zoning, building code, entitlement and other land use or environmental regulation that is not violated by the current use or occupancy of Owned Real Property, (n) matter and exception set forth in any title policies or surveys made available to Parent, or (o) Lien of public record, in the case of each of clauses (m), (n) and (o), that does not secure Indebtedness and that does not materially adversely affect the continued use of the property to which it relates or the conduct of business currently conducted thereon.

“Person” means an individual, corporation, limited liability company, general or limited partnership, association, trust, unincorporated organization, Governmental Authority, other entity or group (as defined in the Exchange Act).

“Personal Data” means information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information, and that is linked or linkable to a specific individual.

“Preferred Stock” means the Preferred Stock, par value $1.00 per share, of the Company.

“Proceeding” means any action, demand, suit, claim, litigation, arbitration, investigation, audit, examination, charge, complaint, review, controversy or other proceeding, whether civil or criminal, at law or in equity, by or before any Governmental Authority, Taxing Authority or arbitrator.

“Protective Provisions” means the provisions of Article Thirteenth of the Restated Certificate of Incorporation of the Company.

“Release” means any releasing, disposing, discharging, injecting, spilling, leaking, leaching, pumping, dumping, emitting, escaping, emptying, seeping, dispersal and migration, including the moving

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of any materials through, into or upon, any land, soil, surface water, groundwater or air, or otherwise entering into the environment.

“Representative” means, with respect to any Person, any director, officer, employee, accountant, auditor, legal counsel, financial advisor, consultant, Financing Source or other advisor or representative of such Person.

“Rights Plan” means the Rights Agreement, dated as of December 21, 2006, as amended, between the Company and Computershare Trust Company, N.A., as rights agent (successor rights agent to Computershare Investor Services, LLC).

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.

“SEC” means the United States Securities and Exchange Commission.

“Securities” means, with respect to any Person, any class or series of common stock, preferred stock, membership interest and any other equity securities or capital stock of such Person, however described and whether voting or non-voting.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Significant Company Subsidiary” means any Company Subsidiary that the Company is required to disclose pursuant to Regulation S-X promulgated by the SEC as of the date hereof.

“Special Dividend” means a cash dividend of $0.50 per share payable promptly following certification of the results of the Stockholders Meeting to all holders of record of Common Stock as of the close of business on the record date for the Stockholders Meeting if, and only in the event that, the Stockholder Approval is received.

“Stock Plans” means the Company Long-Term Incentive Plan, as amended and restated, the Company 2016 Long-Term Incentive Plan, the Company Stock Compensation program for Non-Employee Directors (as amended and restated effective as of January 1, 2005), and the Company Deferred Compensation Program for Non-Employee Directors, each as amended from time to time.

“Subsidiary” means, when used with respect to any Person, any other Person, whether incorporated or unincorporated, of which (a) more than 50 percent of the Securities or (b) Securities having by their terms ordinary voting power to elect more than 50 percent of the members of the Board of Directors or others performing similar functions with respect to such corporation or other organization, is directly owned or controlled by such Person or by any one or more of its Subsidiaries. For purposes of this Agreement, neither of the UBBP Companies will be considered a “Subsidiary” of the Company or the Company Subsidiaries.

“Superior Proposal” means a bona fide written Acquisition Proposal that has not been withdrawn and that did not result from a breach of the provisions of Section 6.5 that (a) if consummated, would result in any third Person (or in the case of a direct merger between such third Person and the Company, the stockholders of such third Person) acquiring, directly or indirectly, more than 80 percent of the voting power of the outstanding Common Stock or all or substantially all of the assets of the Company and the Company Subsidiaries, taken as a whole, (b) is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal, including all

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conditions contained therein, the nature of the consideration offered, and the identity of the Person making such Acquisition Proposal and (c) the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel and financial advisors of nationally recognized reputation (taking into account the items identified in the foregoing clause (b) and any changes to this Agreement proposed by Parent in response to an Acquisition Proposal), is more favorable from a financial point of view to the stockholders of the Company than the transactions contemplated by this Agreement.

“Tax” means any (a) federal, state, local, non-U.S. or other tax, charge, fee, duty (including customs duty), levy or assessment, including any income, gross receipts, net proceeds, alternative or add-on minimum, corporation, ad valorem, turnover, real property, personal property (tangible or intangible), sales, use, franchise, excise, value added, goods and services, consumption, stamp, leasing, lease, user, transfer, fuel, excess profits, profits, occupational, premium, interest equalization, windfall profits, severance, license, registration, payroll, environmental, capital stock, capital duty, disability, estimated, gains, wealth, welfare, employee’s income withholding, other withholding, unemployment or social security or other tax of whatever kind that is imposed by any Governmental Authority and (b) interest, fines, penalties or additions resulting from, attributable to, or incurred in connection with any items described in clause (a).

“Tax Return” means any report, return, filing, declaration, claim for refund, or information return or statement in connection with the determination, assessment, collection or imposition of any Taxes or otherwise related to Taxes, including any schedule or attachment, and including any amendment thereof.

“Taxing Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax or that has the power, duty or obligation or is otherwise responsible for Tax Returns and the agency, if any, charged with the collection, monitoring or other supervision of such Tax for such Governmental Authority.

“Treasury Regulations” means the United States Treasury Regulations.

“UBBP Business” means the business conducted by the UBBP Companies.

“UBBP Companies” means USG Boral Building Products Pte Limited and USG Boral Building Products Pty Limited.

“UBBP Contracts” means any Contract between the Company or any Company Subsidiary, on the one hand, and any UBBP Company or any Subsidiary of a UBBP Company, on  the other hand, relating to the UBBP Business.

“UBBP Shareholders Agreement” means the Shareholders Agreement dated as of February 28, 2014, by and among the Company, USG Netherlands Global Holdings B.V., Boral International Pty Limited, Boral Building Materials Pty Limited, Boral Limited and the UBBP Companies.

Section 1.2Additional Defined Terms.  For purposes of this Agreement, the following terms have the meanings specified in the indicated Section of this Agreement.

Defined Term	Section
Agreement	Preamble
Alternative Financing	Section 7.8(d)
Antitrust Approvals	Section 7.1(a)
Book-Entry Shares	Section 2.6(f)
C&G	Section 5.2(b)

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Certificate	Section 2.6(f)
Certificate of Merger	Section 2.3
Change in Recommendation	Section 6.3(b)
Closing	Section 2.2
Closing Date	Section 2.2
Company	Preamble
Company Contracts	Section 4.18(b)
Company Credit Agreement	Section 5.5(a)
Company Disclosure Letter	Article IV
Company Financial Advisors	Section 4.24
Company DSU Award	Section 2.7(d)
Company MSU Award	Section 2.7(c)
Company Option	Section 2.7(a)
Company PS Award	Section 2.7(c)
Company RSU Award	Section 2.7(b)
Company Stock-Based Award Consideration	Section 2.7(c)
Company Stock-Based Awards	Section 2.7(f)
Company Subsidiary	Section 4.2(a)
Continuation Period	Section 7.2(a)
Continuing Employees	Section 7.2(a)
Continuing Shares	Section 2.6(d)
D&O Insurance	Section 7.4(a)
Debt Commitment Letter	Section 5.5(a)
Debt Financing	Section 5.5(a)
Debt Offer Documents	Section 6.12(b)
Debt Offers	Section 6.12(a)
Debt Payoff	Section 6.12(a)
Deferred Stock Units	Section 2.7(d)
Director Deferred Compensation Program	Section 2.7(d)
Dissenting Shares	Section 2.6(c)
DOJ	Section 7.1(b)
DSU Consideration	Section 2.7(d)
End Date	Section 9.1(b)
Effective Time	Section 2.3
Excluded Shares	Section 2.6(b)
FTC	Section 7.1(b)
GAAP	Section 4.7(b)
General Enforceability Exceptions	Section 4.4(a)
Indemnified Persons	Section 7.4(a)
Maximum Annual Premium	Section 7.4(a)
Merger	Recitals
Merger Consideration	Section 2.6(a)
Merger Sub	Preamble
Option Consideration	Section 2.7(a)
Parent	Preamble
Parent Disclosure Letter	Article V
Parent Financial Statements	Section 5.6
Party	Preamble
Paying Agent	Section 3.1(a)
Payment Fund	Section 3.1(a)
Performance Award Consideration	Section 2.7(c)

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Per Share Merger Consideration	Section 2.6(a)
Plan	Section 4.17(d)
Post-Closing Plans	Section 7.2(b)
Proxy Statement	Section 6.2(a)
Recommendation	Section 4.4(b)
Required Payments	Section 5.5(a)
Restraints	Section 8.1(c)
RSU Consideration	Section 2.7(b)
SEC Documents	Section 4.7(a)
Software	Section 1.1
Stockholder Approval	Section 4.4(c)
Stockholders Meeting	Section 6.3(a)
Surviving Corporation	Section 2.1
Surviving Corporation Bylaws	Section 2.4
Surviving Corporation Certificate of Incorporation	Section 2.4
Termination Fee	Section 9.3(a)
Third Party Intellectual Property	Section 4.16(a)
Trade Secrets	Section 1.1
Voting Agreement	Recitals

Section 1.3Interpretation.  The language in this Agreement is to be construed in all cases according to its plain meaning.  Parent, Merger Sub and the Company acknowledge and agree that each Party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party or the Party in favor of which a clause has been drafted or in favor of the Party who has committed itself in a clause, is not to be employed in the interpretation of this Agreement.  Whenever used herein, the words “include,” “includes” and “including” mean “include, without limitation,” “includes, without limitation” and “including, without limitation,” respectively.  The masculine, feminine or neuter gender and the singular or plural number are each deemed to include the other whenever the context so indicates.  The use of “or” is not intended to be exclusive unless expressly indicated otherwise.  The word “days” means calendar days unless otherwise specified.  Time periods within or following which any payment is to be made or act is to be done will, unless expressly indicated otherwise, be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole (including any Exhibits, Schedules and the Parties’ disclosure letters) and not to any particular provision of this Agreement, and all Article, Section, Exhibit and Schedule references are to this Agreement unless otherwise specified.  Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement.  Any reference to a statute, rule or regulation is deemed also to refer to any amendments or successor legislation as in effect at the relevant time.  Any reference to a Contract or other document as of a given date means the Contract or other document as amended, supplemented and modified from time to time through such date.  The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.  The Company Disclosure Letter and the Parent Disclosure Letter, as well as all other schedules and exhibits hereto, will be deemed part of this Agreement and included in any reference to this Agreement.  Whenever this Agreement provides that documents have been “made available” to Parent, Merger Sub or their Representatives, such documents must have been (a) posted prior to the date of this Agreement in a complete and unredacted form (other than any UBBP Contracts or documents containing any JV Information or Shareholder Information (as such terms are defined in the UBBP Shareholders Agreement)) in the electronic data room entitled “Project Update” maintained at

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Intralinks or in the electronic data room entitled “Project Update — Clean Room” maintained at Intralinks, in each case, to which Parent, Merger Sub or their Representatives have been granted access by the Company or (b) filed in a complete and unredacted form (other than any UBBP Contracts or documents containing any JV Information or Shareholder Information (as such terms are defined in the UBBP Shareholders Agreement)) at least two Business Days prior to the date of this Agreement as exhibits to the SEC Documents and publicly available on the internet website of the SEC.

ARTICLE II
THE MERGER AND CERTAIN RELATED MATTERS

Section 2.1The Merger.  Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company and the separate existence of Merger Sub will cease.  The Company will continue as the surviving corporation in the Merger (as such, the “Surviving Corporation”) as a wholly-owned Subsidiary of Parent.  At the Effective Time, the effects of the Merger will be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL.  Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

Section 2.2Closing.  The closing of the Merger (the “Closing”) will take place at the offices of Baker & McKenzie, LLP, 300 East Randolph Street, Chicago, Illinois 60601, at 10:00 a.m., local time, on the second Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of all of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) or at such other place, time and date as Parent and the Company may agree in writing.  The date on which the Closing actually occurs is referred to herein as the “Closing Date.”

Section 2.3Effective Time.  Subject to the provisions of this Agreement, on the Closing Date, Parent and the Company will file a certificate of merger as contemplated by the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the DGCL.  The Merger will become effective at such time as the Certificate of Merger is duly filed with such Secretary of State of the State of Delaware on the Closing Date, or at such later time as Parent and the Company may agree and specify in the Certificate of Merger.  As used in this Agreement, the “Effective Time” means the time at which the Merger becomes effective.

Section 2.4Surviving Corporation Constituent Documents.  At the Effective Time, (a) the certificate of incorporation of the Surviving Corporation will be amended and restated to read in its entirety as set forth in Exhibit B (the “Surviving Corporation Certificate of Incorporation”), and as so amended and restated, will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and the DGCL and (b) the bylaws of the Surviving Corporation will be amended and restated to read in their entirety as set forth in Exhibit C (the “Surviving Corporation Bylaws”), and as so amended and restated, will be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the terms of the Surviving Corporation Certificate of Incorporation and the DGCL.

Section 2.5Surviving Corporation Directors and Officers.

(a)The directors of Merger Sub in office immediately prior to the Effective Time will be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their

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respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation Certificate of Incorporation and the Surviving Corporation Bylaws or otherwise as provided by applicable Law.

(b)The officers of the Company in office immediately prior to the Effective Time will be the initial officers of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation Certificate of Incorporation and Surviving Corporation Bylaws or otherwise as provided by applicable Law.

Section 2.6Effect on Capital Stock.  At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:

(a)Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, Dissenting Shares and Continuing Shares) will be converted into and will thereafter represent the right to receive $43.50 in cash, without interest (the “Per Share Merger Consideration” and in the aggregate for all such shares of Common Stock, the “Merger Consideration”).

(b)Each share of Common Stock owned by the Company or its direct or indirect wholly-owned Subsidiaries immediately prior to the Effective Time (“Excluded Shares”) will be canceled and will cease to exist and no consideration will be paid or delivered in exchange therefor.

(c)Notwithstanding any provision of this Agreement to the contrary, if and to the extent required by the DGCL, shares of Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such shares of Common Stock who are entitled to appraisal rights under Section 262 of the DGCL and who have properly demanded appraisal in accordance with Section 262 of the DGCL (and who have not failed to perfect or otherwise effectively withdraw or lost the right to appraisal) (“Dissenting Shares”) will not be converted into or represent the right to receive the Per Share Merger Consideration, and holders of such Dissenting Shares will be entitled to only such appraisal rights as are granted by Section 262 of the DGCL.  If any such holder fails to perfect or effectively withdraws or loses such right, each such Dissenting Share will thereupon be treated as if it had been converted into and become exchangeable for, at the Effective Time, the right to receive the Per Share Merger Consideration in accordance with this Agreement and will not thereafter be deemed to be a Dissenting Share.  The Company will give Parent reasonably prompt notice of any written demands received by the Company for appraisal of Dissenting Shares, withdrawals of such demands and any other demands, notices or instruments served pursuant to the DGCL which are received by the Company relating to such demands and Parent will have the right to participate in the negotiations and proceedings with respect to such demands, notices or instruments.  The Company will not, except with the prior written consent of Parent, make any payment with respect to any appraisal demand, notice or instrument or offer to settle or settle any such demand, notice or instrument, and Parent will not commit to make any such payment or enter into any such settlement prior to the Effective Time without the prior written consent of the Company.

(d)Each share of Common Stock Beneficially Owned by Parent or its direct or indirect wholly-owned Subsidiaries immediately prior to the Effective Time (“Continuing Shares”) and each share of Merger Sub owned by Parent or its direct or indirect wholly-owned Subsidiaries immediately prior to the Effective Time will continue as one fully paid and non-assessable share of Common Stock, par value $0.10 per share, of the Company as the Surviving Corporation.

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(e)If after the date of this Agreement and prior to the Effective Time, the Company pays a dividend in, splits, combines into a smaller number of shares, or issues by reclassification any shares of Common Stock (or undertakes any similar act), then the Per Share Merger Consideration will be appropriately adjusted to provide to the holders of the Common Stock the same economic effect as contemplated by this Agreement prior to such action, and as so adjusted will, from and after the date of such event, be the Per Share Merger Consideration, subject to further adjustment in accordance with this provision.

(f)From and after the Effective Time, the shares of Common Stock converted into the Merger Consideration pursuant to this Section 2.6 will no longer remain outstanding and will automatically be cancelled and will cease to exist, and each holder of a certificate (a “Certificate”) previously representing certificated shares of Common Stock or shares of Common Stock that are in non-certificated book-entry form (“Book-Entry Shares”) will thereafter cease to have any rights with respect to such Common Stock except the right to receive the Merger Consideration and any dividends or other distributions as provided in Section 3.1(e).

Section 2.7Treatment of Equity Compensation Awards.

(a)At the Effective Time, each stock option granted by the Company to purchase shares of Common Stock (a “Company Option”) that is outstanding as of the Effective Time, whether vested or unvested, will immediately vest, if unvested, and be cancelled by virtue of the Merger and without any action on the part of the holder thereof, in consideration for the right to receive, as promptly as practicable (but no later than 15 calendar days) following the Effective Time, a cash payment (without interest and less applicable withholding Taxes) with respect thereto equal to the product of (i) the number of shares of Common Stock subject to such Company Option as of the Effective Time and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of Common Stock subject to such Company Option as of the Effective Time (the “Option Consideration”).  Any Company Option with an exercise price equal to or in excess of the Per Share Merger Consideration will be cancelled by virtue of the Merger without any action on the part of the holder thereof and without any payment to the holder thereof.

(b)At the Effective Time, each time-vesting restricted stock unit award granted by the Company in respect of shares of Common Stock (a “Company RSU Award”) that is outstanding as of the Effective Time will immediately vest and be cancelled by virtue of the Merger and without any action on the part of the holder thereof, in consideration for the right to receive, as promptly as practicable (but no later than 15 calendar days) following the Effective Time, a cash payment (without interest and less applicable withholding Taxes) with respect thereto equal to the product of (i) the number of shares of Common Stock subject to such Company RSU Award as of the Effective Time and (ii) the Per Share Merger Consideration (the “RSU Consideration”); provided that to the extent that any such Company RSU Award constitutes nonqualified deferred compensation subject to Section 409A of the Code, such cash payment will be paid in accordance with the applicable award’s terms and at the earliest time permitted under the terms of such award that will not result in the application of a tax or penalty under Section 409A of the Code.

(c)At the Effective Time, each Market Share Units award granted by the Company in respect of shares of Common Stock (a “Company MSU Award”) and each Performance Shares award (a “Company PS Award”) that is outstanding as of the Effective Time will be cancelled by virtue of the Merger and without any action on the part of the holder thereof, in consideration for the right to receive, as promptly as practicable (but no later than 15 calendar days) following the Effective Time, a cash payment (without interest and less applicable withholding Taxes) with respect thereto equal to the product of (i) the number of shares of Common Stock subject to such Company MSU Award or Company PS

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Award as of the Effective Time (with such number of shares determined, in accordance with the applicable award terms, by calculating the actual level of achievement of the applicable performance goals as of the Effective Time) and (ii) the Per Share Merger Consideration (the “Performance Award Consideration” and, together with the RSU Consideration and the DSU Consideration, the “Company Stock-Based Award Consideration”); provided that to the extent that any such Company MSU Award or Company PS Award constitutes nonqualified deferred compensation subject to Section 409A of the Code, such cash payment will be paid in accordance with the applicable award’s terms and at the earliest time permitted under the terms of such award that will not result in the application of a tax or penalty under Section 409A of the Code.

(d)All compensation deferred as Deferred Stock Units (“Company DSU Award”) prior to the Effective Time in notional accounts pursuant to the Company Stock Compensation Program for Non-Employee Directors (as amended and restated effective as of January 1, 2005) and the Company Deferred Compensation Program for Non-Employee Directors, as amended from time to time (the “Director Deferred Compensation Program”), by non-employee directors who will experience a “separation from service” under Section 409A of the Code as of the Effective Time, will, as of the Effective Time, be cancelled and converted into a right of the holder to receive an amount denominated in cash equal to the product of (i) the number of shares of Common Stock deemed invested under or otherwise referenced by the notional account immediately before the Effective Time and (ii) the Per Share Merger Consideration (the “DSU Consideration”), and will cease to represent a right to receive a number of shares of Common Stock or cash equal to or based on the value of a number of shares of Common Stock; provided that (A) to the extent that any such non-employee director is a “specified employee” under Section 409A of the Code or (B) such non-employee director does not have a “separation from service” upon the Effective Time, such cash payment will be paid in accordance with the applicable award’s terms and at the earliest time permitted under the terms of such award that will not result in the application of a tax or penalty under Section 409A of the Code.

(e)Neither Parent nor any of its Subsidiaries will assume any of the Equity Rights described in this Section 2.7.  Prior to the Effective Time, the Company, the Board of Directors of the Company or the Compensation and Organization Committee of the Board of Directors of the Company, as applicable, will adopt any resolutions that are necessary to effectuate the provisions of this Section 2.7.

(f)At or prior to the Closing, Parent will deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate of (i) Company Stock-Based Award Consideration owed to all holders of Company RSU Awards, Company MSU Awards, Company PS Awards and Company DSU Awards (collectively, the “Company Stock Based Awards”) and (ii) Option Consideration owed to all holders of Company Options.  Except as set forth in Section 2.7 of the Company Disclosure Letter, as promptly as practicable (but, subject to compliance with Section 409A of the Code, no later than 15 calendar days) following the Effective Time, the applicable holders of Company Stock Based Awards and Company Options will receive a payment from the Company or the Surviving Corporation, through its payroll system or payroll provider, of all amounts required to be paid to such holders in respect of Company Stock Based Awards or Company Options that are cancelled and converted into cash pursuant to this Section 2.7.  Notwithstanding the foregoing, if any payment owed to a holder of Company Stock Based Awards or Company Options pursuant to this Section 2.7 cannot be made through the Company or the Surviving Corporation’s payroll system or payroll provider (including because the holder is a non-employee director), then the Surviving Corporation will deliver such payment either by check or wire transfer of immediately available funds to such holder, with any check or wire transfer being sent to such holder promptly following the Effective Time (but, subject to compliance with Section 409A of the Code, in no event more than 15 calendar days thereafter).  All payments made pursuant to this Section 2.7(f) will be without interest and less any applicable withholding Taxes and will be subject to compliance with Section 409A of the Code.

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Section 2.8Further Assurances.  After the Effective Time, the directors and officers of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

ARTICLE III
PAYMENT FOR SHARES

Section 3.1Surrender and Payment.

(a)Prior to the Effective Time, Parent will enter into an agreement with a United States bank or trust company approved by the Company (such approval not to be unreasonably withheld, conditioned or delayed) to act as a payment agent (the “Paying Agent”) for holders of shares of Common Stock in connection with the transactions contemplated by this Agreement.  The Paying Agent agreement pursuant to which Parent will appoint the Paying Agent will be in a form and substance reasonably acceptable to the Company.  At the Effective Time, Parent will deposit, or cause to be deposited, in trust with the Paying Agent in a separate account for the benefit of holders of shares of Common Stock, cash in United States dollars sufficient to pay the Merger Consideration in exchange for all of the shares of Common Stock outstanding immediately prior to the Effective Time (other than the Excluded Shares, Dissenting Shares and Continuing Shares), payable upon due surrender of Certificates (or affidavits of loss in lieu thereof as provided in Section 3.2) or Book-Entry Shares pursuant to the provisions of this Article III (such cash being referred to as the “Payment Fund”).  If the Payment Fund is insufficient to make the payments contemplated by Section 2.6(a), Parent will, or will cause the Merger Sub or the Surviving Corporation to, promptly deposit additional funds with the Paying Agent in an amount sufficient to make such payments.  The Payment Fund will not be used for any purpose other than as expressly provided for in this Agreement.

(b)As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Closing Date, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of shares of Common Stock converted into the right to receive the portion of the Merger Consideration payable in respect thereof pursuant to Section 2.6 (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title will pass, only upon delivery of Certificates (or affidavits of loss in lieu thereof as provided in Section 3.2) or Book-Entry Shares to the Paying Agent and will be in such form and have such other provisions as Parent and the Company may mutually agree and (ii) instructions for use in effecting the surrender of Certificates (or affidavits of loss in lieu thereof as provided in Section 3.2) or Book-Entry Shares in exchange for the portion of the Merger Consideration payable in respect thereof.

(c)Upon surrender of Certificates (or affidavits of loss in lieu thereof as provided in Section 3.2) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or affidavits of loss in lieu thereof as provided in Section 3.2) or Book-Entry Shares will be entitled to receive from the Payment Fund in exchange therefor an amount in cash equal to the product of (i) the number of shares represented by such holder’s properly surrendered Certificates (or affidavits of loss in lieu thereof as provided in Section 3.2) or Book-Entry Shares and (ii) the Per Share Merger Consideration (less any applicable withholding Taxes).  No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or affidavits of loss in lieu thereof as provided in Section 3.2) or Book-Entry Shares.

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(d)If any payment is to be made to a Person other than the Person in whose name a surrendered Certificate or Book-Entry Shares is registered, it will be a condition of such payment that the Person requesting such payment will pay any transfer or other similar Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Book-Entry Shares or will establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable.  If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name a surrendered Certificate or Book-Entry Shares is registered, it will be a condition to the registration thereof that the surrendered Certificate or Book-Entry Shares will be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration will pay to the Paying Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or Book-Entry Shares or establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable.

(e)After the Effective Time, there will be no further registration of transfers of shares of Common Stock outstanding prior to the Effective Time other than as provided for in Section 2.6(d).  From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time will cease to have any rights with respect to such shares of Common Stock except as otherwise provided in this Agreement or by applicable Law.  Notwithstanding anything to the contrary contained in this Agreement, the Surviving Corporation will be obligated to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company with respect to shares of Common Stock prior to the date of this Agreement and which remain unpaid at the Effective Time.

(f)Any portion of the Payment Fund that remains unclaimed by the holders of shares of Common Stock one year after the Effective Time will be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged such holder’s shares of Common Stock for the Per Share Merger Consideration in accordance with this Article III prior to that time will thereafter look only to the Surviving Corporation for delivery of the Per Share Merger Consideration in respect of such holder’s shares of Common Stock.

(g)Neither Parent, the Surviving Corporation nor the Paying Agent will be liable to any former holder of Common Stock for any portion of the Merger Consideration delivered to any Government Authority pursuant to any applicable abandoned property, escheat or similar Law.  In the event any Certificate or Book-Entry Shares have not been surrendered prior to the date as of which the Merger Consideration payable in respect of such Certificate or Book-Entry Shares would escheat to or otherwise become the property of any Governmental Authority, Parent, the Surviving Corporation and the Paying Agent will comply with such Laws and the portion of the Merger Consideration otherwise payable upon the surrender of such Certificate or Book-Entry Shares will be treated for all purposes under this Agreement as having been paid to the holder of the shares of Common Stock represented by such Certificate or Book-Entry Shares.

(h)The Paying Agent will invest all cash included in the Payment Fund as directed by Parent; provided that any investment of such cash will be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument will have a maturity exceeding three months, and that no such investment or loss thereon will affect the amounts

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payable to holders of Certificates or Book-Entry Shares pursuant to this Article III.  Any interest and other income resulting from such investments will become part of the Payment Fund, and any amount in excess of the amounts payable under Section 3.1(a) will be promptly returned to Parent or the Surviving Corporation, as requested by Parent.  To the extent that there are losses with respect to such investments, or the Payment Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent will promptly replace or restore, or will promptly cause to be replaced or restored, the portion of the Payment Fund lost through investments or other events so as to ensure that the Payment Fund is, at all times, maintained at a level sufficient to make such payments.

Section 3.2Lost, Stolen or Destroyed Certificates.  If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable and customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration and any dividends or other distributions to which such holder is entitled to be paid in respect of the shares of Common Stock represented by such Certificate as contemplated by Article II and this Article III.

Section 3.3Withholding Rights.  Each of Parent, Merger Sub, the Surviving Corporation and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable to a holder of shares of Common Stock or Equity Rights pursuant to this Agreement such amounts as Parent, Merger Sub, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or non-U.S. Tax Law.  To the extent that amounts are so deducted or withheld and paid over to the applicable Governmental Authority or Taxing Authority, such deducted or withheld amounts will be treated for all purposes under this Agreement as having been paid to the holder of shares of Common Stock or Equity Rights in respect of which such deduction and withholding was made.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as otherwise disclosed in (a) the SEC Documents filed and publicly available on the internet website of the SEC at least two Business Days prior to the date of this Agreement (excluding any redacted information, any disclosure set forth in any exhibits to such SEC Documents, the “Risk Factors” and “Forward-Looking Statements” sections of such SEC Documents and any other disclosures in such SEC Documents that are non-specific, cautionary, predictive or forward-looking in nature, but in each case only to the extent that the relevance of such disclosures to the applicable subject matter is reasonably apparent on its face, or (b) the letter (the “Company Disclosure Letter”) delivered to Parent by the Company prior to the execution of this Agreement (it being understood that any information contained therein will qualify and apply to the representations and warranties in this Article IV to which the information is specifically stated as referring to and will qualify and apply to other representations and warranties in this Article IV only to the extent that it is reasonably apparent on its face that such disclosure also qualifies or is applicable to such other sections), except that no information set forth in the SEC Documents will qualify or apply to the representations and warranties set forth in Section 4.3, Section 4.4, Section 4.6, Section 4.24 or Section 4.25, the Company represents and warrants to Parent and Merger Sub as follows:

Section 4.1Organization.  The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware.  The Company (a) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its

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business as now being conducted and (b) is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it make such licensing or qualification necessary, except where failure to have such power and authority or to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or prevent, materially impair, or materially delay the Company from consummating the Merger.  The Company has made available to Parent accurate and complete copies of its Constituent Documents, as amended and in effect on the date of this Agreement.

Section 4.2Subsidiaries.

(a)Each Subsidiary of the Company (individually, a “Company Subsidiary” and collectively, the “Company Subsidiaries”) is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so organized or existing would not, individually or in the aggregate, have a Material Adverse Effect.  Each Company Subsidiary (i) has all requisite corporate or other power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (ii) is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it make such licensing or qualification necessary, except where failure to have such power and authority, or to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or prevent, materially impair, or materially delay the Company from consummating the Merger.

(b)The Company is, directly or indirectly, the record holder and Beneficial Owner of all of the outstanding Securities of each Company Subsidiary, free and clear of any Liens (other than Permitted Liens) and free of any other limitation or restriction, including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities, other than limitations or restrictions on transfer arising under applicable securities Laws.  All of the Securities so owned by the Company have been duly authorized and validly issued and are fully paid and nonassessable, and no such shares have been issued in violation of any preemptive or similar rights by which the Company or any Company Subsidiary is bound.  Except for the Securities of the Company Subsidiaries, the Securities of each UBBP Company set forth in Section 4.22 of the Company Disclosure Letter, the Securities of any Subsidiary of the UBBP Companies, and short-term marketable Securities acquired in the ordinary course of business consistent with past practices, the Company does not own, directly or indirectly, any Securities or other ownership interests in any Person or any Indebtedness of any Person.

Section 4.3Capitalization.

(a)The authorized capital stock of the Company consists of 200,000,000 shares of Common Stock and 36,000,000 shares of Preferred Stock.

(b)At the close of business on June 7, 2018, 139,462,508 shares of Common Stock were issued and outstanding and no shares of Preferred Stock were issued and outstanding.  Except as set forth in Section 4.3(c), as of June 7, 2018, no other Securities of the Company were issued, reserved for issuance or outstanding.  All issued and outstanding shares of Common Stock have been, and all shares of Common Stock that may be issued pursuant to the exercise of outstanding Equity Rights will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and are subject to no preemptive or similar rights by which the Company or any Company Subsidiary is bound.

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(c)Section 4.3(c)(i) of the Company Disclosure Letter sets forth the Equity Rights outstanding as of the close of business on June 7, 2018.  All such Equity Rights were granted or awarded pursuant to and in accordance with the Stock Plans.  Section 4.3(c)(ii) of the Company Disclosure Letter sets forth the number of shares of Common Stock authorized for issuance under each Stock Plan as of June 7, 2018.  Section 4.3(c)(iii) of the Company Disclosure Letter sets forth an accurate and complete, in all material respects, pro-forma determination of the number of Company MSU Awards and Company PS Awards that would vest based upon the assumed level of performance and the Per Share Merger Consideration, in each case, as of the date and in the amounts specified therein. The Company has made available to Parent the forms of grant agreements related to each such award.  No material changes have been made to such forms in connection with any award granted for the performance period or jurisdiction specified in such form, other than as set forth on Section 4.3(c)(iv) of the Company Disclosure Letter.

(d)There are no preemptive or similar rights on the part of any holder of any class of Securities of the Company or any Company Subsidiary.  Neither the Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for Securities having the right to vote) with the holders of any class of Securities of the Company or any Company Subsidiary on any matter submitted to such holders of Securities.  Except pursuant to this Agreement and as described in Section 4.3(c), there are no options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, Contracts or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver, sell or transfer or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred or repurchased, redeemed or otherwise acquired, any Securities of the Company or any Company Subsidiary, or any Security convertible or exercisable for or exchangeable into any Securities of the Company or any Company Subsidiary, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, Contract or undertaking, or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Securities of the Company or any Company Subsidiary.  There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Securities of the Company or any Company Subsidiary, including any Securities that may be issued pursuant to any employee stock option or other compensation plan or arrangement.  There are no proxies, voting trusts or other Contracts to which the Company or any Company Subsidiary is a party or is bound with respect to the voting of the Securities of the Company or any Company Subsidiary or the registration of the Securities of the Company or the Company Subsidiaries under any United States or non-U.S. securities Law.  None of the outstanding Securities of the Company Subsidiaries are subject to any right of first offer, right of first refusal, co-sale or participation right or other restriction on transfer pursuant to the Constituent Documents of such Company Subsidiary or any Contract to which such Company Subsidiary is a party or by which such Company Subsidiary, or its Securities, are otherwise bound.

Section 4.4Authorization; Board Approval; Voting Requirements.

(a)The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Stockholder Approval, to consummate the Merger and the other the transactions contemplated by this Agreement.  The execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary for it to authorize this Agreement or to consummate the transactions contemplated by this Agreement, except for the Stockholder Approval and the filing of the Certificate of Merger.  This Agreement has been duly and

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validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally or (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the exceptions in clauses (i) and (ii), the “General Enforceability Exceptions”).

(b)The Board of Directors of the Company, at a meeting duly called and held, has duly and unanimously adopted resolutions (i) determining that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the consummation by the Company of the transactions contemplated hereby, including the execution, delivery and performance of this Agreement, (iii) subject to Section 6.5, resolving to recommend the adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company (the “Recommendation”), and (iv) subject to Section 6.5, directing that this Agreement be submitted to the stockholders of the Company for adoption.  As of the date of this Agreement, such resolutions have not been amended or withdrawn and remain in full force and effect.

(c)The adoption of this Agreement by the affirmative vote of holders of at least 80 percent of the outstanding shares of Common Stock (the “Stockholder Approval”) at the Stockholders Meeting, or any adjournment or postponement thereof, is the only vote or approval of the holders of any class or series of Securities of the Company necessary to adopt this Agreement.

Section 4.5Consents and Approvals; No Violations.

(a)The execution and delivery of this Agreement by the Company does not and the consummation by the Company of the transactions contemplated by this Agreement will not (i) conflict with any provisions of the Constituent Documents of the Company or any Company Subsidiary (assuming that the Stockholder Approval is obtained), (ii) violate any Law or Order (assuming compliance with the matters set forth in Section 4.5(b) and that the Stockholder Approval is obtained), (iii) result, after the giving of notice, with lapse of time, or otherwise, in any violation, default or loss of a benefit to the Company or any Company Subsidiary under, or permit the acceleration or termination of any obligation of the Company or any Company Subsidiary under or require any consent of a third party under, any Company Contract, (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of the Company or any Company Subsidiary, or (v) cause the suspension or revocation of any Permit of the Company or any Company Subsidiary, except, in the case of clauses (ii), (iii), (iv) and (v), any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect or prevent, materially impair or materially delay the Company from consummating the Merger.

(b)No clearance, consent, approval, order, waiver, license or authorization of or from, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority is required to be made or obtained by the Company or any Company Subsidiary in connection with the execution or delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) compliance by the Company with the HSR Act and any required filings or notifications under any other applicable Competition Laws or Foreign Investment Law, in each case as set forth in Section 7.1(b) of the Company Disclosure Letter (assuming the accuracy of the information provided by Parent and its Representatives to the Company’s outside counsel), (ii) the matters set forth in Section 4.5(b) of the Company Disclosure Letter, (iii) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act

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and such reports, forms and schedules under and such other compliance with the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) the applicable notification requirements of NYSE, (v) the applicable requirements, if any, of the Exchange Act and state securities, takeover and “blue sky” Laws, (vi) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect or prevent, materially impair or materially delay the Company from consummating the Merger.

Section 4.6Takeover Provisions; Rights Plan; Company Confidentiality Agreement.

(a)Assuming the accuracy of the representations and warranties in Section 5.8 and compliance by Parent with the covenants and agreements in Section 6.3(d), the Company has taken all necessary action to render the restrictions on business combinations contained in Section 203 of the DGCL inapplicable to this Agreement, the Voting Agreement, the Merger and the other transactions contemplated by this Agreement.  Assuming the accuracy of the representations set forth in Section 5.8, no “fair price,” “moratorium,” “control share acquisition,” “business combination” or similar anti-takeover statute or regulation is applicable to this Agreement, the Voting Agreement, the Merger or the other transactions contemplated by this Agreement.

(b)Assuming the accuracy of the representations and warranties in Section 5.8 and compliance by Parent with the covenants and agreements in Section 6.3(d), the Company has taken or caused to be taken all necessary action to amend or waive the provisions of the Rights Plan and the Protective Provisions in order to permit the approval, execution, delivery and performance of this Agreement and the Voting Agreement and to consummate the Merger and the other transactions contemplated by this Agreement on the Closing Date, in each case without causing the rights issued pursuant to the Rights Plan to be distributed or to become exercisable or breaching or violating the Protective Provisions.

(c)The Company has taken or caused to be taken all necessary action to release Parent and Merger Sub from the “standstill” provisions in the Company Confidentiality Agreement.

Section 4.7SEC Reports; Financial Statements.

(a)The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with or to the SEC since January 1, 2016 (together with all exhibits, financial statements and schedules thereto and all information incorporated therein by reference, the “SEC Documents”).  As of its respective date, or, if amended, as of the date of the last such amendment, each of the SEC Documents complied when filed or furnished (or, if applicable, when amended), and each SEC Document filed subsequent to the date of this Agreement (assuming, in the case of the Proxy Statement, that the representations and warranties set forth in Section 5.7 are true and correct) will comply, in all material respects with the requirements of the NYSE, the Exchange Act, the Sarbanes-Oxley Act and the Securities Act applicable to such SEC Documents and did not, and any SEC Documents filed with the SEC subsequent to the date of this Agreement will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  None of the Company Subsidiaries is required to file or furnish any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.  The Company is, and since January 1, 2016 has been, in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

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(b)The Financial Statements, which have been derived from the books and records of the Company and the Company Subsidiaries, complied at the time they were filed in all material respects with the applicable accounting requirements and published rules and regulations of the SEC and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) throughout the periods presented, except as otherwise noted therein and in the case of unaudited interim financial statements, as permitted by the rules and regulations of the SEC.  The consolidated balance sheets (including the related notes and schedules) included in the Financial Statements present fairly, in all material respects, the financial position of the Company and the Company Subsidiaries as at the respective dates indicated, and the consolidated statements of income, comprehensive income, stockholders’ equity and cash flows (in each case including the related notes and schedules) included in such Financial Statements present fairly in all material respects the results of operations, comprehensive income, stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the respective periods indicated; provided that the unaudited interim Financial Statements reflect adjustments that are of a normal recurring nature, necessary for the fair presentation of the Company and the Company Subsidiaries’ financial results for the interim period.

(c)Prior to the date of this Agreement, the Company has provided Parent or its Representatives with accurate and complete unredacted copies of all documents filed as exhibits to the SEC Documents subject to a request to the staff of the SEC for confidential treatment (other than any UBBP Contracts or documents containing any JV Information or Shareholder Information (as such terms are defined in the UBBP Shareholders Agreement)). The Company has not submitted any request for confidential treatment of documents filed as exhibits to the SEC Documents that as of the date of this Agreement is currently pending or that has otherwise not been acted upon by staff of the SEC.  The Company has timely responded to all comment letters of the staff of the SEC relating to the SEC Documents, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. None of the SEC Documents is, to the Knowledge of the Company, the subject of ongoing SEC review.

(d)From January 1, 2016 to the date of this Agreement, the Company has not received any notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority.

Section 4.8SEC Compliance Matters.

(a)The Company and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e), as applicable, of the Exchange Act) that are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the Company’s principal executive officer and principal financial officer to make the certifications required under the Exchange Act with respect to such reports.

(b)The Company and its Subsidiaries have established and maintain a system of “internal control over financial reporting” (as defined in Rule Rules 13a-15(f) and 15d-15(f), as applicable, of the Exchange Act) effective to provide reasonable assurance regarding the preparation and fair presentation of the Company’s Financial Statements. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide

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reasonable assurance that receipts and expenditures of the Company are made only in accordance with the authorizations of the Company’s management and directors, (iii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

(c)Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act and any related rules or regulations promulgated by the SEC, the NYSE with respect to the SEC Documents, and the statements contained in such certifications are accurate and complete.  For purposes of this Agreement, “principal executive officer” and “principal financial officer” have the meanings given to such terms in the Sarbanes-Oxley Act.

(d)Since January 1, 2016, none of the Company’s principal executive officer, principal financial officer, or members of the Audit Committee of the Board of Directors of the Company or, to the Knowledge of the Company, the outside auditors of the Company has received any oral or written notification of (i) any “significant deficiencies” or “material weaknesses” in the design or operation of internal control over financial reporting which could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.  For purposes of this Agreement, the terms “significant deficiency” and “material weakness” will have the meanings assigned to them in Appendix A of Auditing Standard 2201 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.  The Company’s outside auditors have confirmed to the Company in writing that they are independent registered certified public accountants as required by the Exchange Act and the rules of the Public Company Accounting Oversight Board.

(e)Since January 1, 2016, (i) neither the Company nor any Company Subsidiary has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim regarding any alleged material deficiencies in accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary relating to periods after January 1, 2016 and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities Laws, material breach of fiduciary duty or similar material violation by the Company or any of its directors, officers, employees or agents to the Board of Directors of the Company or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Sarbanes-Oxley Act.

(f)The Audit Committee of the Board of Directors of the Company has established “whistleblower” procedures that meet the requirements of Rule 10A-3 under the Exchange Act.  Except for matters that are not material, neither the Company nor any Company Subsidiary has received any “complaints” (within the meaning of Rule 10A-3 under the Exchange Act) in respect of any accounting, internal accounting controls or auditing matters and, to the Company’s Knowledge, no complaint seeking relief under Section 806 of the Sarbanes-Oxley Act has been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

Section 4.9Absence of Undisclosed Liabilities.  The Company and the Company Subsidiaries do not have any liabilities or obligations, whether or not accrued, known or unknown,

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contingent or otherwise, that would be required to be reflected or reserved for on a consolidated balance sheet of the Company prepared in accordance with GAAP or disclosed in the notes thereto, except for liabilities or obligations (a) disclosed or provided for in the Financial Statements or specifically disclosed in the notes thereto, (b) incurred or resulted in connection with the transactions contemplated by this Agreement, (c) incurred after December 31, 2017 in the ordinary course of business consistent with past practices or (d) that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.10Absence of Certain Changes.  Since December 31, 2017, (a) through the date of this Agreement, except as otherwise required or contemplated by this Agreement, the Company and the Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice and (b) there have not been any Changes that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

Section 4.11Litigation; Investigations.  There is no Proceeding (whether at Law or in equity) pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary or any of their respective directors or officers that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or, as of the date of this Agreement, would reasonably be expected to prevent, materially impair or materially delay the Company from consummating the Merger.  There is no Order outstanding against or, to the Knowledge of the Company, investigation by any Governmental Authority involving the Company or any Company Subsidiary or any of their respective directors or officers that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or, as of the date of this Agreement, would reasonably be expected to prevent, materially impair or materially delay the Company from consummating the Merger.  Since January 1, 2016, the Company has not conducted or caused to be conducted any internal investigation or inquiry (other than routine audits or examinations conducted by the Company’s internal audit function in the ordinary course of business) relating to the Company, any Company Subsidiary or any of their respective directors or officers that, individually or in the aggregate, relates to any matter reasonably believed by the Company, following the conclusion of such investigation, to be material to the Company and the Company Subsidiaries, taken as a whole.

Section 4.12Compliance with Laws; Permits.

(a)Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, the Company and each of the Company Subsidiaries are and since January 1, 2016, have been, in compliance with all applicable Laws.  Since January 1, 2016 neither the Company nor any of the Company Subsidiaries has received any written notice or, to the Company’s Knowledge, other communication from any Governmental Authority or any other Person regarding any actual or possible noncompliance with any Law, except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect or prevent, materially impair or materially delay the Company from consummating the Merger.

(b)To the Knowledge of the Company, since January 1, 2016, neither the Company or any of the Company Subsidiaries nor any of its or their respective directors, managers, officers, employees, consultants, agents or other Representatives, has (with respect to directors, managers, officers, employees, consultants, agents or other Representatives, when acting for or on behalf of the Company or any of the Company Subsidiaries) violated or is in violation of the Foreign Corrupt Practices Act of 1977 or any other applicable Law of similar effect.  Except as permitted by applicable Law, neither the Company nor any of the Company Subsidiaries has, at any time since January 1, 2016, engaged in the sale, purchase, import, export, re-export or transfer of products or services, either directly or, to the Knowledge of the

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Company, indirectly, to or from Cuba, Iran, North Korea, Sudan or Syria.  Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, all exports, re-exports, sales or transfers of products or services by the Company and the Company Subsidiaries have been effected in accordance with all applicable anti-corruption, export control, economic sanctions, and anti-boycott Laws of the United States or any other relevant jurisdiction.

(c)Each of the Company and the Company Subsidiaries hold all material Permits necessary for the lawful conduct of their respective businesses or ownership of their respective assets and properties, except where failure to hold such Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.  Each of the Company and the Company Subsidiaries is in compliance with the terms of all such Permits, except where non-compliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.  Since January 1, 2016, neither the Company nor any of the Company Subsidiaries has received any written notice or, to the Company’s Knowledge, other communication from any Governmental Authority or any other Person regarding any actual or threatened revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

Section 4.13Taxes.

(a)The Company and each Company Subsidiary have (i) duly and timely filed (or there have been duly and timely filed on its behalf) with the appropriate Taxing Authorities all Tax Returns required to be filed by it in respect of any material Taxes, which Tax Returns were accurate and complete in all material respects, (ii) duly and timely paid in full (or the Company has paid on the Company Subsidiaries’ behalf) all material Taxes due and owing (whether or not shown on any Tax Return), (iii) established reserves in accordance with GAAP that are adequate for the payment of all material Taxes not yet due and payable by the Company and each Company Subsidiary through the date of this Agreement and (iv) complied in all material respects with all Laws applicable to the withholding and payment over of Taxes and has timely withheld and paid over to Taxing Authorities all material amounts required to be so withheld and paid over.

(b)There is no Proceeding or request for information now pending, outstanding or, to the Knowledge of the Company, threatened (in writing or otherwise) against or with respect to the Company or any Company Subsidiary in respect of any material Taxes or material Tax Returns.  There is no material deficiency with respect to any Taxes that has been proposed, asserted or assessed in writing against the Company or any Company Subsidiary.

(c)There are no material Tax sharing agreements, material Tax indemnity agreements or other similar Contracts with respect to or involving the Company or any Company Subsidiary (other than any such Contract solely between or among the Company and the Company Subsidiaries or a Contract entered into in the ordinary course of business and not primarily relating to Taxes).

(d)None of the Company or any Company Subsidiary has material liability for the Taxes of any Person (other than the Company or the Company Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), or as a transferee or successor or otherwise by operation of Law.

(e)None of the Company or any Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of

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accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) executed on or prior to the Closing Date, or (iii) election made pursuant to Section 965(h) of the Code.

(f)No material claim has been made within the past five years by any Taxing Authority in a jurisdiction where the Company or any Company Subsidiary has not filed Tax Returns that it is or may be subject to taxation by that jurisdiction.

(g)There are no material Liens or other encumbrances for Taxes upon any property or assets of the Company or any Company Subsidiary, except for Permitted Liens.

(h)Neither the Company nor any Company Subsidiary has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).

(i)Neither the Company nor any Company Subsidiary has currently in effect any waiver of any statute of limitations in respect of Taxes or any agreement to any extension of time with regard to a material Tax assessment or deficiency (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course consistent with past practices), and no such waivers are pending.

(j)None of the Company or any Company Subsidiary has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 or Section 361 of the Code (or any similar provision of state, local or non-U.S. Law).

(k)The Company is not, and has not been at any time within the last five years, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(l)Neither the Company nor any Company Subsidiary has experienced an “ownership change” within the meaning of Section 382 of the Code.

Section 4.14Employee Benefit Plans and Related Matters; ERISA.

(a)With respect to each of the material Benefit Plans, the Company has made available to Parent accurate and complete copies of each of the following documents:  (i) the current plan document for each such Benefit Plan (including all amendments thereto), or if there is no written plan document, a written description thereof, (ii) the most recent annual report and actuarial report, if required under ERISA or the Code or other applicable Law, (iii) the most recent summary plan description, together with each summary of material modifications, if required under ERISA, (iv) if the Benefit Plan is funded through a trust or any third party funding vehicle, the trust or other funding Contract (including all amendments thereto) and the latest financial statements with respect to the reporting period ended most recently preceding the date thereof, and (v) the most recent determination letter or opinion letter received from the IRS with respect to each Benefit Plan that is intended to be qualified under Section 401(a) of the Code.  Section 4.14(a) of the Company Disclosure Letter contains an accurate and complete list of each material Benefit Plan in effect as of the date of this Agreement.

(b)Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (i) no liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate of the Company that has not been satisfied in full when due, and no condition exists that presents a risk to the Company or any ERISA Affiliate of the Company of incurring a liability under Title IV of ERISA or similar provisions of non-U.S. Law, (ii) no Benefit Plan subject to the minimum funding requirements of Section 302 of ERISA or any trust

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established thereunder has failed to meet such minimum funding standards (as described in Section 302 of ERISA), whether or not waived, as of the last day of the most recent fiscal year of such Benefit Plan ended prior to the date of this Agreement, and (iii) all contributions required to be made to any Benefit Plan by applicable Law and the terms of such Benefit Plan, and all premiums due or payable with respect to insurance policies funding any Benefit Plan, for any period through the Closing Date, have been timely made or paid in full, or, to the extent not required to be made or paid on or before the Closing Date, have been fully reflected in line items on the applicable financial statements of the Company or Company Subsidiary, as applicable.  Neither the Company nor any ERISA Affiliate of the Company maintains or contributes to any Multiemployer Plan and neither the Company nor any ERISA Affiliate of the Company has incurred or has any reason to believe it has incurred or will incur any withdrawal liability under Title IV of ERISA.  No Benefit Plan that is an “employee welfare benefit plan” under Section 3(2) of ERISA is a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA.

(c)Each Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter or opinion letter from the IRS, on which it can currently rely, as to its qualification and, to the Knowledge of the Company as of the date of this Agreement, no event has occurred that could reasonably be expected to result in disqualification of such Benefit Plan.

(d)Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (i) each of the Benefit Plans has been maintained, operated and administered in all respects in accordance with its terms and all applicable Laws, including ERISA and the Code and (ii) no “disqualified person” as described in Section 4975 of the Code or “party in interest” as defined in Section 3(14) of ERISA has engaged in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code involving the assets of any Benefit Plan for which an exemption is not available.

(e)The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former director, officer, employee or agent of the Company or any Company Subsidiary to any material severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such current or former director, officer, employee or agent, (iii) cause the Company to transfer or set aside any assets to fund any benefits under any Benefit Plan, (iv) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code), or (v) limit or restrict the right to amend, terminate or transfer the assets of any Benefit Plan on or following the Closing.

(f)No Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former directors, officers, employees or agents of the Company or any Company Subsidiary beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) death benefits or retirement benefits under any “employee pension plan” (as defined in Section 3(2) of ERISA), (iii) deferred compensation benefits accrued as liabilities on the books of the Company or a Company Subsidiary, or (iv) benefits the full costs of which are borne by the current or former director, officer, employee or agent or his or her beneficiary.

(g)Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, there are no pending or, to the Knowledge of the Company, threatened claims by or on behalf of any of the Benefit Plans, by any employee or beneficiary covered under any Benefit Plan or otherwise involving any Benefit Plan, and no audit or other Proceeding is pending or, to the Knowledge of the Company, threatened or anticipated.

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(h)           Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, all Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been established, maintained and administered in accordance with all applicable Laws, (ii) if they are required to be registered have been registered and if they are intended to qualify for special tax treatment meet all requirements for such treatment, and (iii) if they are intended to be funded or book-reserved are fully funded or book-reserved, as appropriate, based upon reasonable actuarial assumptions and applicable Law.

(i)            Since December 31, 2017 until the date of this Agreement, the Company has not granted any material increase (determined with reference to the compensation paid to the individuals involved) in, or accelerated the vesting or payment of, the compensation or benefits of any director, officer, employee or consultant of the Company or any Company Subsidiary, other than (i) as required by any Benefit Plan as currently in effect on the date of this Agreement or (ii) increases in base salaries and target bonuses to non-executive employees, non-executive officers and agents in the ordinary course of business consistent with past practice.

Section 4.15         Employees; Labor Matters.

(a)           Except for matters that, individually or in the aggregate, have not and would not reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary have complied with all Laws relating to employment and labor, including provisions thereof relating to wages, hours, exempt status classification, independent contractor classification, payroll, equal opportunity, employment discrimination, disability and other human rights, plant closure or mass layoff issues, background screening, hiring, affirmative action, pay equity, leaves of absence, occupational health and safety, workers compensation/workplace safety and insurance, privacy, hazardous materials, immigration, termination and severance and collective bargaining.

(b)           Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, as of the date of this Agreement (i) there is no organizational effort currently being made or, to the Knowledge of the Company, threatened by or on behalf of any labor union, works council, employee committee or representative or other labor organization to organize any employees of the Company or any Company Subsidiary and (ii) to the Knowledge of the Company, no petition has been filed, nor has any Proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission seeking recognition of a collective bargaining or similar representative in the past three years.  There is no labor union, works council, employee committee or representative or other labor organization representing employees of the Company or any Company Subsidiary which, pursuant to applicable Law or any applicable collective bargaining agreement or other Contract, must be notified, consulted or with which negotiations are required to be conducted in connection with the transactions contemplated by this Agreement.

(c)           Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Knowledge of the Company, threatened (i) strike, lockout, work stoppage, slowdown, picketing or material labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, (ii) arbitration or grievance against the Company or any Company Subsidiary involving current or former employees of the Company or any Company Subsidiary, or (iii) litigation, administrative charge, agency audit or similar Proceeding against the Company or any Company Subsidiary involving current or former employees of the Company or any Company Subsidiary.

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Section 4.16         Intellectual Property.

(a)           Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (i) the Company and the Company Subsidiaries are the owners of (with valid right, title and interest in), free and clear of all Liens (except Permitted Liens), and, to the Knowledge of the Company, have a valid right to use in their business as currently conducted, all items of Owned Intellectual Property and (ii) the Company and the Company Subsidiaries (A) to the Knowledge of the Company, have a valid right to use in their business as currently conducted all items of Intellectual Property that are not Owned Intellectual Property (“Third Party Intellectual Property”) and (B) have acted in accordance with any applicable Intellectual Property License Agreement.

(b)           There are no pending or, to the Company’s Knowledge, threatened Proceedings before any court, agency, arbitral tribunal or registration authority in any jurisdiction alleging that the activities or conduct of the business of the Company and the Company Subsidiaries infringe upon, misappropriate, violate or constitute the unauthorized use of the Intellectual Property rights of any third party or challenging the Company’s ownership, use, rights, validity, enforceability or registrability of any Owned Intellectual Property, except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(c)           To the Company’s Knowledge, the conduct of the business of the Company and the Company Subsidiaries by the Company as currently conducted does not infringe upon or misappropriate (either directly or indirectly, such as through contributory infringement or inducement to infringe) any Intellectual Property rights of any other Person, and the Company or any of the Company Subsidiaries have not received any written notice or assertion of any such infringement or misappropriation, except where such infringement or misappropriation, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

(d)           Since January 1, 2016, no material Proceedings or other material adversarial claims have been brought or threatened against any third party by the Company or any of the Company Subsidiaries alleging misappropriation, infringement, dilution or violation of any Owned Intellectual Property.

(e)           The Company and the Company Subsidiaries have taken reasonable measures to protect the confidentiality of their Trade Secrets.  None of the material Trade Secrets of the Company and the Company Subsidiaries has been disclosed or authorized to be disclosed to any third party without reasonable measures to protect the confidentiality thereof, except where such disclosure or authorization, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.  To the Company’s Knowledge, no employee is in breach of any employee nondisclosure or invention assignment agreement, and no third party to any nondisclosure agreement with the Company or any Company Subsidiary is in breach, violation or default, except where such breach, violation or default, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.

(f)            To the Company’s Knowledge, the Company and the Company Subsidiaries are and, since January 1, 2016, have been in compliance with all applicable federal, state, local and non-U.S. Laws, as well as their own policies, relating to privacy, data protection, breach notification, export and the collection and use of Personal Data and user information gathered or accessed in the course of the operations of its business, except where such noncompliance, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.  The Company and the Company Subsidiaries use commercially reasonable measures to protect the secrecy of Personal Data that they collect and maintain and to prevent unauthorized access to such Personal Data by any Person.  Since

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January 1, 2016, to the Company’s Knowledge, none of the Company or the Company Subsidiaries or any third Person working on behalf of any of them, has had a breach of security or an incident of unauthorized access, disclosure, use destruction or loss of any Personal Data and, with respect to any such breach or incident, each of them has complied with all data breach notification and related obligations under all applicable Laws and has taken reasonable corrective action to prevent recurrence of the foregoing, except, with respect to any of the foregoing, to the extent any such breach or incident, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

(g)           All IT Systems are in good repair and operating condition and are adequate and suitable for the purposes for which they are being used or held for use, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

Section 4.17         Environmental Laws and Regulations.

(a)           Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

(i)            The Company and the Company Subsidiaries are and, since January 1, 2013, have been in compliance with all applicable Environmental Laws and have obtained and are and, since January 1, 2013, have been in compliance with all Environmental Permits currently required for their respective business and operations;

(ii)           Neither the Company nor any of the Company Subsidiaries has received any written notice of violation, notification of liability, demand, request for information, citation, summons or order alleging any liability of the Company or any the Company Subsidiaries pursuant to any Environmental Law;

(iii)          No complaint has been filed, and no penalty or fine has been assessed, against the Company or any the Company Subsidiaries in writing by any Governmental Authority under any applicable Environmental Law that remains unresolved;

(iv)          No remedial or corrective action by the Company or any the Company Subsidiaries under Environmental Law is being required or requested to be taken (or, to the Knowledge of the Company, is being threatened) by any Governmental Authority or any other Person;

(v)           No Proceeding is pending or, to the Knowledge of the Company, threatened by any Governmental Authority or any other Person against the Company or any Company Subsidiary relating to or arising under any Environmental Law; and

(vi)          No Release of, or exposure of any Person to, Hazardous Substances has occurred (A) at, on, above, under or from any properties currently or, to the Knowledge of the Company, formerly owned, leased, operated or used by the Company or any Company Subsidiary or (B) as a result of the operation of the business by the Company or any Company Subsidiary, or any of their respective predecessors, that, in each case, has resulted in or would reasonably be expected to result in any cost, liability or obligation of the Company or any Company Subsidiary under applicable Environmental Law.

(b)           Except for standard terms and conditions in product purchase sale agreements, neither the Company nor any of the Company Subsidiaries has agreed to indemnify, defend or hold harmless any

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Person against any material liabilities or obligations, whether or not accrued, known or unknown, contingent or otherwise, and whether or not required to be recorded or reflected in a balance sheet of the Company and the Company Subsidiaries in accordance with GAAP, arising under any Environmental Law.

(c)           Except in material compliance with applicable Environmental Laws, neither the Company, any Company Subsidiary, nor any of their respective predecessors has or is currently operating any landfill, surface impoundment, disposal area or underground storage tank at any properties or assets owned, leased, operated or used by the Company or any Company Subsidiary or has arranged for, transported or permitted the disposal of any Hazardous Substances at any landfill, site or location.

(d)           Effective on June 20, 2006, all asbestos personal injury claims, as defined in the First Amended Joint Plan of Reorganization of the Company and Its Debtor Subsidiaries (the “Plan”), are channeled to the Company Asbestos Personal Injury Trust created pursuant to the Plan.  As of June 20, 2006, such claims are discharged, and all entities that hold such claims are enjoined from taking any action against the Company or any other protected party, as defined in the Plan, for the purpose of, directly or indirectly, collecting, recovering or receiving payment of, on or with respect to any such claim.  Since June 20, 2006, there have been no actual or threatened (in writing) Proceedings of any kind asserted against the Company or any Company Subsidiary on account of, or related to, the manufacture, sale or use (whether prior to or after such date) of asbestos, or of products containing asbestos, by the Company, any Company Subsidiary or any of their respective predecessors.  As of the date of this Agreement, the Company has no obligation or liability, contingent or otherwise, to make any additional contribution of Securities, cash or other property to the Company Asbestos Personal Injury Trust and, since June 20, 2006, except as set forth in the Plan and related documents, the Company has not received written notice or, to its Knowledge, any other communication asserting that the Company is obligated to make any such contribution.

Section 4.18         Contracts.

(a)           As of the date of this Agreement, neither the Company nor any Company Subsidiary is a party to or bound by:

(i)            any Contract relating to Indebtedness (other than Contracts among direct or indirect wholly-owned Company Subsidiaries) in excess of $15,000,000;

(ii)           any joint venture, partnership, limited liability company or other similar Contract relating to the formation, creation, operation, management, sharing of profit or losses or control of any partnership, strategic alliance or joint venture, in each case, material to the Company and the Company Subsidiaries, taken as a whole;

(iii)          any Contract, including any option Contract, relating to the acquisition or disposition, with material obligations remaining to be performed or material liabilities continuing after the date of this Agreement, of any assets, business or real property that is material to the Company and the Company Subsidiaries, taken as a whole (whether by merger, sale of stock, sale of assets or otherwise);

(iv)          any Contract under which any Company Subsidiary licenses to any Person any material Owned Intellectual Property or any Person licenses to any Company Subsidiary any material Intellectual Property;

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(v)           any Contract providing for the purchase or sale of goods or services involving payments in excess of $15,000,000 in the fiscal year ended December 31, 2017 or reasonably expected to involve payments in excess of $15,000,000 for the fiscal year ending December 31, 2018, in each case, that is not terminable by the Company or the Company Subsidiaries without penalty with 90 days or less notice;

(vi)          any material Contract with or material subcontract relating to a Governmental Authority;

(vii)         any Contract (including any exclusivity Contract) that limits or restricts or purports to limit or restrict either the type of business in which the Company or any Company Subsidiary (or, after the Effective Time, the Surviving Corporation or its Affiliates) may engage or the manner or locations in which any of them may so engage in any business, including any covenant not to compete (geographically or otherwise), “most favored nations” or similar rights, in each case that is material to the Company and the Company Subsidiaries, taken as a whole; or

(viii)        any other Contract that would be required to be filed as an exhibit to any Company SEC Document (as described in Items 601(b)(4) and 601(b)(10) of Regulation S—K under the Securities Act) that has not been filed as an exhibit to or incorporated by reference in the SEC Documents filed prior to the date of this Agreement.

(b)           Except for any UBBP Contracts, the Contracts listed or required to be listed in Section 4.18(a) of the Company Disclosure Letter or filed as an exhibit to any SEC Document are referred to herein as the “Company Contracts.”  Except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (i) each Company Contract is a valid and binding Contract of the Company or a Company Subsidiary, as the case may be, and to the Knowledge of the Company, each other party thereto, and is in full force and effect, except, in each case, as enforcement may be subject to the General Enforceability Exceptions and (ii) none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any other party thereto is (with or without notice or lapse of time, or both) in default or breach under the terms of any such Company Contract.  The Company has made available to Parent accurate and complete copies of each such Company Contract (including all modifications and amendments thereto and waivers thereunder).

Section 4.19         Real Property.

(a)           The Owned Real Property and Leased Real Property are in adequate and sufficient condition to support the business of the Company and the Company Subsidiaries as presently conducted, except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(b)           With respect to each parcel of Owned Real Property, (i) the Company or the applicable Company Subsidiary has good and valid fee simple (or equivalent) title to such Owned Real Property, free and clear of all Liens other than Permitted Liens, (ii) there are no outstanding Contracts to purchase, exchange, or otherwise transfer such Owned Real Property, and (iii) there are no pending or, to the Knowledge of the Company, threatened condemnation or other Proceedings relating to the Owned Real Property, except, in each case, in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(c)           With respect to each Lease relating to a parcel of Leased Real Property, (i) the Company or the applicable Company Subsidiary that is party thereto has good and valid leasehold interests in such Lease (subject to the terms of the applicable Lease governing its interests therein), in each case free and

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clear of all Liens other than Permitted Liens, (ii) each such Lease is the legal, valid, binding and enforceable obligation of the Company or the applicable Company Subsidiary that is party thereto, and (iii) the Company or the applicable Company Subsidiary that is party thereto is not in default of such Lease, and has not received any written notice of any default or event that, with notice or lapse of time, or both, would constitute a default by such party under such Lease, except, in each case, in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

Section 4.20         Products and Product Liability.

(a)           The Company and the Company Subsidiaries have not sold, or received written notice of, any product that is defective or nonconforming to the warranties, contractual requirements or covenants made with respect to such products by the Company and the Company Subsidiaries to their customers that have not been repaired, replaced or corrected prior to the date of this Agreement, except for any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(b)           Except for liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, the Company and the Company Subsidiaries are not subject to any asserted claim for liability on account of products sold by them which are not fully covered, including all costs of defense and investigation related to such claims or claims that may be made by other Persons with comparable or similar injuries based on the same allegations, by the Company’s general liability insurance policies.  Since January 1, 2016, except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, there have been no voluntary or administratively enforced recalls or market withdrawals of products manufactured or sold by the Company and the Company Subsidiaries based on (i) consumer reports to the Company or any Company Subsidiary or any regulatory authority or (ii) actual knowledge of a defect. Except for Proceedings that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect, no Proceeding is pending or, to the Company’s Knowledge, threatened regarding any mandatory recall of the products manufactured or sold by the Company and the Company Subsidiaries.

Section 4.21         Insurance Coverage.  The Company and the Company Subsidiaries maintain policies of insurance in such amounts and against such risks as the Company or the applicable Company Subsidiary has reasonably determined to be prudent, taking into account the industry in which the Company and the Company Subsidiaries operate.  Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all such insurance policies are in full force and effect and neither the Company nor any of the Company Subsidiaries is in breach or default under such policy.

Section 4.22         UBBP Business.

(a)           The Company is, directly or indirectly, the record holder and Beneficial Owner of the outstanding Securities of each UBBP Company set forth in Section 4.22(a) of the Company Disclosure Letter, free and clear of any Liens (other than Permitted Liens) and free of any other limitation or restriction, including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities, other than limitations or restrictions on transfer arising under applicable securities Laws and other than as set forth in Section 4.22(a) of the Company Disclosure Letter.  Other than as set forth in Section 4.22(a) of the Company Disclosure Letter, no other Person has a right to acquire Securities in the UBBP Companies owned by the Company or the Company Subsidiaries.  To the Knowledge of the Company, all of the Securities of the UBBP Companies owned by the Company or the Company

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Subsidiaries have been duly authorized and validly issued and, as applicable, are fully paid and nonassessable and no such Securities have been issued in violation of any preemptive or similar rights.  Neither the Company nor any of the Company Subsidiaries has committed to make any investment in the UBBP Companies after the date of this Agreement.

(b)           Except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (i) the UBBP Shareholder Agreement and each such other UBBP Contract is a valid and binding Contract of the Company or a Company Subsidiary, as the case may be, and to the Knowledge of the Company, each other party thereto, and is in full force and effect, except, in each case, as enforcement may be subject to the General Enforceability Exceptions and (ii) none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any other party thereto is (with or without notice or lapse of time, or both) in default or breach under the terms of the UBBP Shareholders Agreement or any such other UBBP Contract.

(c)           To the Knowledge of the Company, each of the representations and warranties set forth in Section 4.11, Section 4.12 and Section 4.20 is accurate when made with respect to the UBBP Business and the UBBP Companies, as applicable, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.23         Disclosure Documents and Proxy Statement.

(a)           Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, the rules and regulations of the SEC thereunder, and the listing rules of the NYSE.

(b)           The Proxy Statement will not, on the date mailed to the stockholders of the Company and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.  Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by Parent, Merger Sub or any of their respective Affiliates or Representatives for inclusion or incorporation by reference in the Proxy Statement.

Section 4.24         Opinion of Financial Advisor.  The Board of Directors of the Company has received the written opinions (or oral opinions to be confirmed in writing, as applicable) of Goldman Sachs & Co. LLC and JP Morgan Securities LLC (the “Company Financial Advisors”), each dated as of the date hereof, that, as of such date and subject to the various qualifications, limitations and assumptions set forth therein, the Per Share Merger Consideration, together with the Special Dividend, to be received by the holders of Common Stock (other than Parent or any of Parent’s Subsidiaries) pursuant to this Agreement is fair, from a financial point of view, to such holders. A copy of each such opinion shall be provided to Parent, for information purposes only, promptly following the date of this Agreement.  As of the date of this Agreement, to the Knowledge of the Company, neither of such opinions has been amended or withdrawn.

Section 4.25         Brokers.  No Person other than the Company Financial Advisors is entitled to any brokerage, financial advisory, finder’s or similar fee or commission payable by any Party in connection with the transactions contemplated by this Agreement based upon Contracts made by or on behalf of the Company or any Company Subsidiary.  Section 4.25 of the Company Disclosure Letter sets forth the fees

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payable to the Company Financial Advisors in connection with the Merger and other transactions contemplated by this Agreement.

Section 4.26         No Other Representations or Warranties.  Except for the representations and warranties made by the Company in this Article IV, none of the Company, any of the Company Subsidiaries or any other Person makes any representations or warranties on behalf of the Company or any of the Company Subsidiaries. The Company acknowledges that except for the representations and warranties made by Parent and Merger Sub in Article V, none of Parent, Merger Sub nor any other Person makes any representations or warranties on behalf of Parent or Merger Sub.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except as otherwise disclosed or identified in the letter (the “Parent Disclosure Letter”) delivered to the Company by Parent prior to the execution of this Agreement (it being understood that any information contained therein will qualify and apply to the representations and warranties in this Article V to which the information is specifically stated as referring to and will qualify and apply to other representations and warranties in this Article V to the extent that it is reasonably apparent on its face from such disclosure that such disclosure also qualifies or is applicable to such other sections), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

Section 5.1            Organization.  Parent is a limited partnership (Kommanditgesellschaft) duly organized, validly existing and in good standing under the Laws of Germany.  Parent has all requisite limited partnership power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where failure to have such power or authority, individually or in the aggregate, has not prevented, materially impaired or materially delayed and would not reasonably be expected to prevent, materially impair or materially delay Parent from consummating the Merger.  Parent has provided to the Company accurate and complete copies of those portions of its Constituent Documents relating to Parent’s power, authority and approval requirements to consummate the Merger and undertake the other transactions contemplated by this Agreement (including the Debt Financing), in each case, as in effect on the date of this Agreement.

Section 5.2            Merger Sub.

(a)           Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate or other power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where failure to be so incorporated or organized, existing or in good standing or to have such power or authority, individually or in the aggregate, has not prevented, materially impaired or materially delayed and would not reasonably be expected to prevent, materially impair or materially delay Parent or Merger Sub from consummating the Merger.  Parent has made available to the Company accurate and complete copies of the Constituent Documents of Merger Sub, as amended and in effect on the date of this Agreement.

(b)           C & G Verwaltungs GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the Laws of Germany and a wholly-owned Subsidiary of Parent (“C&G”), is the record holder and Beneficial Owner of all of the outstanding Securities of Merger Sub, free and clear of any Liens and free of any other limitation or restriction, including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities, other than limitations or restrictions on transfer arising under applicable securities Laws.  All of the Securities so owned by C&G have been duly

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authorized and validly issued and are fully paid and nonassessable, and no such Securities have been issued in violation of any preemptive or similar rights.

(c)           Since its date of incorporation, Merger Sub has not and, prior to the Effective Time, will not have carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto, and Merger Sub has and prior to the Effective Time will have no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Section 5.3            Authorization; Board Approval.

(a)           Each of Parent and Merger Sub has all requisite limited partnership or corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, including the Debt Financing.  The execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Debt Financing, have been duly and validly authorized by all necessary limited partnership or corporate action, and no other proceedings on the part of Parent or Merger Sub are necessary for it to authorize this Agreement or to consummate the transactions contemplated by this Agreement, including the Debt Financing, except for the filing of the appropriate merger documents as required by the DGCL.  This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, is a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as enforcement may be subject to the General Enforceability Exceptions.

(b)           The Board of Directors of Merger Sub, acting by unanimous written consent in lieu of special meeting, has duly adopted resolutions (i) approving this Agreement, (ii) declaring this Agreement advisable and (iii) recommending that C&G, as Merger Sub’s sole stockholder, adopt this Agreement.  As of the date of this Agreement, such resolutions have not been amended or withdrawn and remain in full force and effect.

(c)           Each of the general partners (Komplementärs) and the shareholders’ committee (Gesellschafterausschuss) of Parent have duly adopted resolutions resolving on and consenting to Parent entering into this Agreement (including the Debt Financing) and approving the payment of the Merger Consideration upon the consummation of the Merger in accordance with this Agreement.  As of the date of this Agreement, such resolutions have not been amended or withdrawn and remain in full force and effect.  Except for the adoption of the foregoing resolutions, no vote or action of the partners or holders of any Securities of Parent (equity or otherwise) is required by applicable Law or the Constituent Documents of Parent in order for Parent to consummate the transactions contemplated by this Agreement and the Debt Financing.

Section 5.4            Consents and Approvals; No Violations.

(a)           The execution and delivery of this Agreement by Parent and Merger Sub does not and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, including the Debt Financing, will not (i) conflict with any provisions of the Constituent Documents of Parent or any Parent Subsidiary, (ii) violate any Law or Order (assuming compliance with the matters set forth in Section 5.4(b)) applicable to Parent or any Parent Subsidiary, (iii) result, after the giving of notice, with lapse of time, or otherwise, in any violation, default or loss of a benefit to Parent or any Parent Subsidiary under, or permit the acceleration or termination of any obligation of Parent or any Parent Subsidiary

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under or require any consent of a third party under, any Contract to which Parent or any Parent Subsidiary is a party, (iv) result in the creation or imposition of any Lien upon any properties or assets of Parent or any material Parent Subsidiary or (v) cause the suspension or revocation of any Permit of Parent or any Parent Subsidiary, except, in the case of clauses (iii), (iv) and (v), any matters that, individually or in the aggregate, have not prevented, materially impaired or materially delayed and would not reasonably be expected to prevent, materially impair or materially delay Parent or Merger Sub from consummating the Merger.

(b)           No clearance, consent, approval, order, waiver, license or authorization of or from, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority is required to be made or obtained by Parent or any Parent Subsidiary in connection with the execution or delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, except for (i) compliance by Parent with the HSR Act and any required filings or notifications under any other applicable Competition Laws or Foreign Investment Laws, in each case as set forth in Section 7.1(b) of the Company Disclosure Letter (assuming the accuracy of the information provided by the Company and its Representatives to Parent’s counsel), (ii) the matters set forth in Section 5.4(b) of the Parent Disclosure Letter, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, and regulations to permit the consummation of the Merger, (iv) the filing with the SEC of such reports, forms or schedules required in connection with the Merger under, and such other compliance with, the Exchange Act and the rules and regulations thereunder, and (v) such other matters that, individually or in the aggregate, have not prevented, materially impaired or materially delayed and would not reasonably be expected to prevent, materially impair or materially delay Parent or Merger Sub from consummating the Merger.

Section 5.5            Financing.

(a)           At the Closing, Parent will have, or will have available to it, the funds necessary to consummate the Merger and the other transactions contemplated by this Agreement, including to pay (i) the Merger Consideration in full in accordance with the terms of this Agreement, (ii) all unpaid transaction fees to be paid in connection with the consummation of the Merger and any amounts required to be paid by Parent pursuant to the terms of this Agreement, (iii) all obligations pursuant to the Company’s Fifth Amended and Restated Credit Agreement dated as of May 1, 2017, as amended, with the lenders that are parties thereto and JPMorgan Chase Bank, N.A., as administrative agent and Canadian administrative agent (the “Company Credit Agreement”) and any amounts to be paid in connection with any other Debt Payoff or any Debt Offer, and (iv) any fees and expenses associated with the foregoing (collectively, the “Required Payments”).  Prior to the execution of this Agreement, Parent has delivered to the Company an accurate and complete copy of the executed debt commitment letter, dated June 8, 2018, between Parent, Commerzbank Aktiengesellschaft and UniCredit Bank AG, including all exhibits, schedules or amendments (if any) thereto (including any replacement of such debt commitment letter in connection with any Alternative Financing or otherwise, as replaced, amended, supplemented, modified or waived, including all exhibits, schedules and annexes to such letters, the “Debt Commitment Letter”) pursuant to which the Financing Sources named therein have committed, upon the terms and subject to the conditions set forth therein, to provide financing in the amounts set forth therein (the “Debt Financing”) for the purpose of funding the Required Payments.

(b)           As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified.  The Debt Commitment Letter, in the form delivered to the Company, is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto, except as enforcement may be subject to the General Enforceability Exceptions.

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(c)           There are no other agreements, side letters, understandings or arrangements relating to the Debt Commitment Letter or fee letter that would permit a reduction in the amounts provided under the Debt Commitment Letter (other than contemplated by the terms of the Debt Commitment Letter and fee letter as in effect on the date of this Agreement) or impose additional conditions precedent or permit any party thereto to expand, amend or modify any of the conditions precedent set forth therein or which would limit or delay the obligations of the Financing Sources to provide sufficient funding to make the Required Payments in accordance with the terms of the Debt Commitment Letter or contain any conditions to consummation of the transactions contemplated by this Agreement or by the Debt Financing.  Prior to the execution of this Agreement, Parent has delivered to the Company accurate and complete copies of any such letters referenced in this Section 5.5(c), none of which (including any fee letters relating thereto) would reasonably be expected to materially and adversely affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing.

(d)           As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article IV such that the condition set forth in Section 8.2(a) is satisfied, no event has occurred, which constitutes a default or breach on the part of Parent, or, to the knowledge of Parent, any other party thereto, under any term or condition of the Debt Commitment Letter.  There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly set forth in the Debt Commitment Letter.  Parent has, or has caused to be, fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to the date of this Agreement.  As of the date of this Agreement, assuming no breach by the Company of its representations and warranties under this Agreement and no breach or default by the Company of its obligations under this Agreement, Parent is not aware of any fact or occurrence as of the date of this Agreement that, with or without notice, lapse of time or both, would reasonably be expected to (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate, (ii) result in any of the terms or conditions in the Debt Commitment Letter not being satisfied, (iii) cause the Debt Commitment Letter to be ineffective, or (iv) otherwise result in the Debt Financing not being available on a timely basis in order to consummate the Merger and the other transactions contemplated by this Agreement.

(e)           Subject to the terms and conditions of the Debt Commitment Letter, the aggregate proceeds from the Debt Financing, together with the other available capital resources of Parent and its Subsidiaries, will be sufficient to (i) enable Parent and Merger Sub to deliver the Merger Consideration following the Closing Date in accordance with this Agreement, (ii) pay all expenses incurred by Parent in connection with this Agreement and all other amounts payable by Parent at the Closing, and (iii) pay the remainder of the other Required Payments.

(f)            In no event will the receipt or availability of any funds or financing (including the Debt Financing contemplated by the Debt Commitment Letter) by or to Parent or any other financing transaction be a condition to any obligation of Parent hereunder.

Section 5.6            Parent Financial Statements.  Section 5.6 of the Parent Disclosure Letter sets forth the consolidated audited balance sheets of Parent and its consolidated Subsidiaries as of December 31, 2015, 2016 and 2017, and the related consolidated audited statements of income, shareholders’ equity and cash flows for the fiscal years then ended, together with the notes thereto (collectively, the “Parent Financial Statements”).  The consolidated balance sheets (including the related notes) included in the Parent Financial Statements present fairly in all material respects the financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof, and the consolidated statements of income, shareholders’ equity and cash flows (in each case including the related notes) included in the Parent Financial Statements present fairly in all material respects the results of operations,

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shareholders’ equity and cash flows of Parent and its consolidated Subsidiaries for the respective periods indicated.

Section 5.7            Proxy Statement.

(a)           Each document required to be filed by Parent with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the Merger and the other transactions contemplated hereby, if any, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act, the rules and regulations of the SEC thereunder, and the NYSE.  At the time any such document is filed by Parent with the SEC, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

(b)           None of the information supplied or to be supplied by Parent, Merger Sub or any of their Affiliates or their respective Representatives in writing for inclusion in the Proxy Statement will, on the date mailed to the stockholders of the Company and at the time of the Stockholders Meeting, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.  Neither Parent nor Merger Sub makes any representation or warranty with respect to any information supplied by any other Person that is included in the Proxy Statement.

Section 5.8            Ownership of Common Stock; Agreements with Stockholders.  Parent, together with C&G, Beneficially Owns 14,757,258 shares of Common Stock.  None of Parent, Merger Sub or their respective Affiliates holds any rights to acquire or vote any shares of Common Stock except pursuant to this Agreement.  None of Parent, Merger Sub or any of their respective “affiliates” or “associates” is or has been, within three years of the date of this Agreement, an “interested stockholder” of the Company, as those terms are defined in Section 203 of the DGCL, or has taken any action that would cause any anti-takeover statute under the DGCL to be applicable to this Agreement, the Merger or any transactions contemplated by this Agreement.  Except for the Voting Agreement, there are no Contracts between Parent or any of its Affiliates, on the one hand, and any other stockholder of the Company, on the other hand, relating to the Merger or the transactions contemplated by this Agreement or any other transaction involving the Company, any Company Subsidiary or the Common Stock.

Section 5.9            Litigation.  There is no Proceeding (whether at Law or in equity) pending or, to the knowledge of Parent, threatened against Parent or any Subsidiary of Parent or any of their respective directors or officers that, individually or in the aggregate, has or, as of the date of this Agreement, would reasonably be expected to prevent, materially impair or materially delay Parent from consummating the Merger.  There is no Order outstanding against or, to the knowledge of Parent, investigation by any Governmental Authority involving Parent or any Subsidiary of Parent or any of their respective directors or officers that, individually or in the aggregate, has or, as of the date of this Agreement, would reasonably be expected to prevent, materially impair or materially delay Parent from consummating the Merger.

Section 5.10         No Other Representations or Warranties.

(a)           Except for the representations and warranties made by Parent and Merger Sub in this Article V, none of Parent, Merger Sub or any other Person makes any representations or warranties on behalf of Parent or Merger Sub. Parent and Merger Sub acknowledge that except for the representations and warranties made by the Company in Article IV, none of the Company, any of the Company

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Subsidiaries or any other Person makes any representations or warranties on behalf of the Company or any of the Company Subsidiaries.

(b)           Each of Parent and Merger Sub acknowledges and agrees that it (i) has had an opportunity to discuss the business of the Company and the Company Subsidiaries with the management of the Company, (ii) has had reasonable access to the books and records of the Company and the Company Subsidiaries and the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, (iii) has been afforded the opportunity to ask questions of and receive answers from officers and other key employees of the Company and (iv) has conducted its own independent investigation of the Company and the Company Subsidiaries, their respective businesses and the transactions contemplated by this Agreement, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of the Company Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV, and that all other representations and warranties are specifically disclaimed.

(c)           In connection with any investigation by Parent and Merger Sub of the Company and the Company Subsidiaries, Parent and Merger Sub have received or may receive from the Company or its Affiliates or other Persons on behalf of the Company certain projections, forward-looking statements and other forecasts and certain business plan information in written or verbal communications.  Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent and Merger Sub are familiar with such uncertainties, that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that Parent and Merger Sub will have no claim against the Company or any other Person with respect thereto.  Accordingly, Parent and Merger Sub acknowledge that neither the Company nor any other Person on behalf of the Company makes any representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).

ARTICLE VI
COVENANTS OF THE PARTIES

Section 6.1            Operating Covenants.  From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as required by applicable Law, as set forth in Section 6.1 of the Company Disclosure Letter, as otherwise expressly provided for in this Agreement or as Parent may otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed):

(a)           the Company will, and will cause each of the Company Subsidiaries to, conduct its business in all material respects in the ordinary course of business consistent with past practices, and will use its reasonable best efforts to preserve intact its business organization and goodwill and preserve its relationships with Governmental Authorities, customers, suppliers, business associates, distributors, strategic and joint venture partners and others having business dealings with it, and keep available the services of its employees; and

(b)           the Company will not, and will not permit any Company Subsidiary to:

(i)            amend, modify or adopt any of the Constituent Documents, or the terms of any Security, of the Company or any Company Subsidiary or any Constituent Documents to which any such entities are a party;

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(ii)           except for the Special Dividend, declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its Securities, other than dividends or distributions by wholly-owned Company Subsidiaries to the Company or other wholly-owned Subsidiaries;

(iii)          split, combine, subdivide or reclassify any of its Securities or issue or propose or authorize the issuance of any other Securities or Equity Rights in respect of, in lieu of, or in substitution for, its Securities, other than issuances of shares of Common Stock in connection with the exercise of Equity Rights that are outstanding on the date of this Agreement or granted thereafter in accordance with Section 6.1(b)(v)(A);

(iv)          repurchase, redeem or otherwise acquire any Securities or Equity Rights of the Company or any Company Subsidiary, or any other equity interests or any rights, warrants or options to acquire any such Securities, other than (A) the acquisition by the Company of shares of Common Stock in connection with the surrender of shares of Common Stock by holders of Equity Rights in order to pay the exercise price thereof, (B) the withholding of shares of Common Stock to satisfy Tax obligations with respect to awards granted pursuant to the Stock Plans or pursuant to individual equity compensation award agreements, (C) the acquisition by the Company of Equity Rights of the Company in connection with the forfeiture of such Equity Rights or (D) as required by any Benefit Plan as in effect on the date of this Agreement;

(v)           issue, sell, transfer, dispose of, grant, pledge or otherwise encumber any Securities or Equity Rights of the Company or any Company Subsidiary other than (A) issuances of Equity Rights in the ordinary course of business consistent with past practices in accordance with the terms of the Stock Plans or pursuant to individual award agreements with directors, officers, employees or agents of the Company or the Company Subsidiaries, in all cases subject to the limitations set forth in Sections 6.1(b)(v), (b)(xiii) or (b)(xiv) of the Company Disclosure Letter, (B) issuances of Common Stock in connection with the exercise of or settlement of Equity Rights that are outstanding on the date of this Agreement or any Equity Rights granted after the date hereof in accordance with the foregoing clause (A) and (C) issuances of Securities between or among the Company and any wholly-owned Company Subsidiaries;

(vi)          enter into any Contract with respect to the voting of its Securities;

(vii)         make any acquisition (including by merger, consolidation, acquisition of assets, or otherwise) of any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof or any property or assets (other than raw materials, inventories and supplies in the ordinary course of business consistent with past practice) for consideration in an amount in excess of $15,000,000;

(viii)        transfer, sell, assign, lease, license, surrender, cancel, abandon, divest, allow to lapse or otherwise dispose of any material asset, material product line, material line of business, material right or material property (including any interest in a partnership, joint venture or similar entity), other than the sale of finished products or the disposal of unused, excess or obsolete tangible assets or properties in the ordinary course of business consistent with past practice;

(ix)          make any loans, advances or capital contributions to, or investments in, any other Person other than (A) by the Company or any wholly-owned Company Subsidiary to or in the Company or any wholly-owned Company Subsidiary or (B) pursuant to any Contract or other legal obligation existing at the date of this Agreement set forth on Section 6.1(b)(ix) of the Company Disclosure Letter;

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(x)           incur, guarantee or assume any Indebtedness, or issue or sell any debt securities, guarantees, loans or advances not in existence as of the date of this Agreement, other than (A) Indebtedness incurred in the ordinary course of business consistent with past practices not to exceed $15,000,000 in the aggregate, (B) Indebtedness incurred in the ordinary course of business under the Company Credit Agreement and other facilities or lines of credit which are in existence on the date of this Agreement (without amendment or waiver increasing the maximum credit limit under the Company Credit Agreement and any such other facilities or lines of credit), (C) Indebtedness in replacement of existing Indebtedness on customary commercial terms, but in all cases consistent in all material respects with the Indebtedness being replaced, and (D) guarantees by the Company of Indebtedness of wholly-owned Company Subsidiaries or guarantees by Company Subsidiaries of Indebtedness of the Company;

(xi)          make or commit to make any capital expenditure, except for (A) aggregate expenditures in an amount not in excess of (and for projects materially consistent with) the capital expenditure budget made available to Parent prior to the date of this Agreement (the amount of the capital expenditure budget being set forth in Section 6.1(b)(xi) of the Company Disclosure Letter) and (B) additional expenditures in an amount not to exceed $15,000,000 in the aggregate during any 12-month period;

(xii)         adversely amend, modify, terminate or waive any material right under any Company Contract or material Permit, in each case, other than in the ordinary course of business consistent with past practice;

(xiii)        except as required by any Benefit Plan as currently in effect on the date of this Agreement or by the terms of this Agreement, grant any material increase (determined with reference to the compensation paid to the individuals involved) in, or accelerate the vesting or payment of, the compensation or benefits of any director, officer, employee or consultant of the Company or any Company Subsidiary; provided that the Company or any Company Subsidiary may grant material increases in base salaries and target bonuses to non-executive employees, non-executive officers and agents in the ordinary course of business consistent with past practices;

(xiv)        establish, adopt, or enter into any agreement or arrangement that would be a Benefit Plan if in effect on the date hereof, or materially amend any Benefit Plan, other than (A) as required by applicable Law or the terms of any Benefit Plan as in effect as of the date of this Agreement or (B) with respect to new hires or employees in the context of promotions based on job performance or workplace requirements, in each case in the ordinary course of business consistent with past practice; provided that (1) in the case of new hires, such agreements, plans, programs or Contracts, or any amendments or modifications thereto, are consistent with the past practices of entering into such agreements, plans, programs or Contracts for newly hired employees in similar positions and (2) in the case of promotions, such amendments or modifications are consistent with the past practices of making such amendment or modifications for promoted employees in similar positions;

(xv)         effect any “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any comparable state or non-U.S. Law;

(xvi)        settle or compromise any material Proceeding (excluding settlements and compromises relating to Taxes, which are the subject of Section 6.1(b)(xviii)), other than in the ordinary course of business consistent with past practice or as otherwise permitted in accordance with Section 6.9;

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(xvii)       adopt or implement a plan of complete or partial liquidation or resolution providing for or authorizing such liquidation or a dissolution, merger, restructuring, consolidation, recapitalization or other reorganization of the Company or any Significant Company Subsidiary;

(xviii)      (A) make, revoke or amend any material election relating to Taxes, including an election under Section 965(h) of the Code, (B) settle or compromise any material Proceeding relating to material Taxes, (C) make a written request for a ruling or determination of a Taxing Authority relating to material Taxes, (D) amend any material Tax Return, (E) surrender or waive any claim to a material Tax refund of the Company or any Company Subsidiary, (F) enter into any closing agreement or similar Contract with respect to material Taxes with a Taxing Authority or (G) change any material tax accounting methods in a materially adverse manner;

(xix)        make any material change with respect to accounting policies or procedures, except as may be required by changes in GAAP or Law after the date of this Agreement (or as may be required to be implemented after the date of this Agreement pursuant to changes in GAAP prior to the date hereof), change its fiscal year or make any material change in internal accounting or disclosure controls and procedures that could reasonably be expected to materially adversely impact the Company or any Company Subsidiary;

(xx)         in the Company’s capacity as a shareholder of the UBBP Companies, (A) agree to amend, modify or waive any material provision of the UBBP Shareholders Agreement or any of the Constituent Documents of the UBBP Companies, or (B) authorize, approve or consent to any matter set forth in item (e) of Schedule 5 of the UBBP Shareholder Agreement or items (a), (b), (c), (d), (h), (i) or (j) of Schedule 6 of the UBBP Shareholder Agreement; or

(xxi)        propose, authorize, agree or commit to do any of the foregoing.

Section 6.2            Preparation and Mailing of Proxy Statement.

(a)           As promptly as practicable following the date of this Agreement, the Company will prepare and file with the SEC preliminary proxy materials relating to the matters to be submitted to the stockholders of the Company at the Stockholders Meeting (such proxy statement and any amendments or supplements thereto, the “Proxy Statement”).  The Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act.  Parent will make available to the Company all information, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement.  Each Party agrees as to itself and its Subsidiaries that none of the information supplied by it or its Representatives for the inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances in which they were made, misleading.

(b)           The Company (i) will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement to the Proxy Statement and any related communications (including any responses to any comments of the SEC) prior to filing such documents and communications with the staff of the SEC, (ii) will consider in good faith all comments reasonably proposed by Parent and (iii) will promptly provide Parent with a copy of all such filings and communications made with the SEC.  The Company will, as promptly as practicable after receipt thereof, provide Parent with copies of any written comments and advise Parent of any material oral comments or requests with respect to the Proxy Statement received from the staff of the SEC.  As applicable, Parent

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will use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto.

(c)           The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after filing and will cause the definitive Proxy Statement to be filed with or furnished to the SEC and the NYSE and mailed to its stockholders at the earliest reasonably practicable time after expiration of the applicable SEC review period.  The Company will keep Parent reasonably informed of any material or substantive meeting or conference (including by telephone) with the SEC.  The Company will take all actions required to be taken under any applicable state securities Laws in connection with consummating the Merger.

(d)           In the event the SEC requires the filing of any additional documentation by Parent or the Company in connection with the Merger or the transactions contemplated hereby, Parent and the Company will cooperate to prepare and file such reports, forms or schedules with the SEC and make available to each other all information reasonably requested with respect thereto.  As to any additional documentation, each of Parent and the Company will use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto and to have the filing cleared by the SEC as promptly as reasonably practicable, and where necessary, will cause such documentation to be mailed to the Company stockholders at the earliest reasonably practicable time after expiration of the applicable SEC review period.

(e)           In the event that Parent is required to make any filings with the SEC, Parent will afford the Company the same rights listed in Section 6.2(a) — (d).

(f)            If at any time prior to the Effective Time (i) any Change occurs with respect to the Parties or any of their respective Affiliates, directors or officers, which should, in the reasonable judgment of Parent or the Company, be set forth in an amendment of, or supplement to, the Proxy Statement or (ii) any information relating to the Parties, or any of their respective Affiliates, directors or officers, is discovered by any of the Parties which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not, at the time and in the light of the circumstances when it is made, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading, the Company will file as promptly as practicable with the SEC an amendment of, or supplement to, the Proxy Statement and, as required by Law, disseminate the information contained in such amendment or supplement to the stockholders of the Company.

Section 6.3            Stockholders Meeting; Recommendation.

(a)           As promptly as practicable after the SEC’s clearance of the Proxy Statement (or lapse of the applicable waiting period during which the SEC is permitted to comment on the Proxy Statement), the Company will (i) set a record date for a meeting of the stockholders of the Company for the purpose of obtaining the Stockholder Approval and, if applicable, the advisory vote required by Rule 14a-21(c) under the Exchange Act (the “Stockholders Meeting”) and (ii) call, give notice of, convene and hold the Stockholders Meeting.  In connection therewith, the Company will, subject to Section 6.5, use reasonable best efforts (consistent with the efforts customarily used in transactions of the type contemplated herein) to solicit and obtain the Stockholder Approval.  Without limiting the generality of the foregoing, the Company will engage a proxy solicitation firm reasonably acceptable to Parent for purposes of assisting in the solicitation of proxies for the Stockholders Meeting and will use reasonable best efforts to ensure that all proxies solicited in connection with the Stockholders Meeting are solicited in compliance with

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applicable Law. The Stockholder Meeting will be held regardless of any Change in Recommendation, unless this Agreement is terminated in accordance with Section 9.1.  Unless this Agreement is terminated in accordance with Section 9.1, the Company will not postpone or adjourn the Stockholders Meeting except to the extent (i) Parent has consented to such postponement or adjournment in writing or (ii) the Company, acting in good faith after consulting with outside legal counsel, determines that (A) such postponement or adjournment is necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders within a reasonable amount of time in advance of the Stockholders Meeting, (B) it will not receive proxies sufficient to obtain the Stockholder Approval, whether or not a quorum is present, or it will not have a sufficient number of shares of Common Stock represented in person or by proxy to constitute a quorum necessary to conduct the business of the Stockholders Meeting, or (C) such postponement or adjournment is required to comply with applicable Law; provided that in the case of a postponement or adjournment in accordance with clause (ii) above, the date of the Stockholders Meeting will not be postponed or adjourned by more than an aggregate of 15 calendar days without Parent’s prior written approval (not to be unreasonably withheld, conditioned or delayed).

(b)           Subject to Section 6.5, neither the Board of Directors of the Company nor any committee thereof will (i) fail to include the Recommendation in the Proxy Statement, (ii) change, withhold, withdraw or qualify or modify in a manner adverse to Parent, or propose publicly change, withhold, withdraw or qualify or modify in a manner adverse to Parent, the Recommendation, (iii) approve, adopt, declare advisable, endorse or recommend, or publicly propose to approve, adopt, declare advisable, endorse or recommend, any Acquisition Proposal, (iv) with respect to any publicly announced bona fide Acquisition Proposal, fail to confirm publicly through a press release or similar means the Recommendation on the earlier of (A) the fifth Business Day after the date when requested to do so in writing by Parent and (B) the second Business Day prior to the Stockholders Meeting, (v) if a tender or exchange offer for shares of Common Stock is commenced, fail to recommend against acceptance of such tender or exchange offer by the stockholders or the Company on the earlier of (A) the tenth Business Day after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act and (B) the second Business Day prior to the Stockholders Meeting, or (vi) resolve or propose to take any action described in clause (i) through (v) above (any of the foregoing actions, a “Change in Recommendation”).

(c)           Parent will vote (or cause any of its applicable Subsidiaries to vote), in person or by proxy, all shares of Common Stock held of record by Parent or any Parent Subsidiary as of the record date for the Stockholders Meeting, in favor of adoption of the Merger and, if applicable, the advisory vote required by Rule 14a-21(c), and, as requested by the Company, any other action in furtherance thereof to be voted on by the holders of the Common Stock.  Parent will not (and will not agree to) amend, modify or waive any provision of the Voting Agreement without the prior written consent of the Company.

(d)           From the date of this Agreement until the Effective Time or the earlier termination of this Agreement, Parent will not, directly or indirectly, acting alone or as part of a group (i) other than pursuant to the Merger, acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, Common Stock or direct or indirect rights to acquire any Common Stock, (ii) other than in connection with the Stockholder Meeting, make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the SEC) to vote, or seek to advise or influence any Person with respect to the voting of, any Common Stock, (iii) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other Person with respect to any of the foregoing activities or propose any of such activities to any other Person, (iv) advise, assist, encourage, or act as a financing source for or otherwise invest in any other Person who may serve as a financing source in connection any of the foregoing activities or (v) agree to take any of the foregoing actions.  The foregoing will not limit or impair the right of Parent to make public statements or otherwise

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communicate with stockholders of the Company with respect to any Acquisition Proposal that has been publicly announced or has otherwise become publicly known.

Section 6.4            Access to Information; Confidentiality.

(a)           Upon reasonable notice, the Company will, and will cause each of the Company Subsidiaries to, afford to Parent and its Representatives reasonable access during normal business hours to the respective properties, books, records (including Tax records), Contracts, commitments and personnel of the Company and the Company Subsidiaries for purposes of completing the Merger. Notwithstanding the foregoing, prior to the Closing, Parent and its Affiliates and Representatives will not conduct any environmental site assessment or conduct any testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any Owned Real Property or Leased Real Property, or any other property of the Company or the Company Subsidiaries.

(b)           Notwithstanding Section 6.4(a), the Company will not be required to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (i) violate applicable Law, (ii) waive the protection of an attorney-client privilege or other legal privilege (subject to reasonable cooperation between the Parties with respect to entering into appropriate joint defense, community of interest or similar agreements or arrangements with respect to the preservation of such privileges) or (iii) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality.  Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it will provide notice to Parent that it is withholding such access or information and will use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege.

(c)           From the date of this Agreement until the earlier of the Closing Date and two years following the termination of this Agreement in accordance with Article IX, Parent will hold, and will cause its Affiliates to hold, and will each use its reasonable best efforts to cause its respective Representatives to hold, in confidence and not to disclose or release without the prior written consent of the Company any and all Company Confidential Information; provided that Parent may disclose, or may permit disclosure of, Company Confidential Information (i) to its Affiliates or Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to Parent and in respect of whose failure to comply with such obligations, Parent will be responsible or (ii) if Parent or its Affiliates or Representatives are compelled to disclose, on the advice of legal counsel, any such Company Confidential Information by judicial or administrative process or by other requirements of Law or any securities exchange, market or automated quotation system to which such Person is subject.  Notwithstanding the foregoing, in the event that any demand or request for disclosure of Company Confidential Information is made pursuant to clause (ii) above, Parent will (A) to the extent not prohibited by Law, promptly notify the Company of the existence of such request or demand and the disclosure that is expected to be made in respect thereto, in each case with sufficient specificity so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 6.4(c) and (B) if requested by the Company, assist the Company (at the Company’s expense) in seeking a protective order or other appropriate remedy in respect of such request or demand.  If such a protective order or other remedy or the receipt of a waiver by Parent is not obtained and Parent or any of its Affiliates or Representatives is, nonetheless, following consultation with its legal counsel, required by such judicial or administrative process, or Law to disclose any Company Confidential Information, Parent (or such Affiliate or Representative) may, after compliance with the immediately preceding sentence of this Section 6.4(c), disclose only that portion of Company Confidential Information which it has been advised by its legal counsel is required to be disclosed, provided that Parent will and, if applicable, will cause such Affiliate

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or Representative to, exercise its reasonable best efforts to preserve the confidentiality of such Company Confidential Information, including by obtaining reasonable assurances that confidential treatment will be accorded any Company Confidential Information so disclosed.

(d)           From the date of this Agreement until the earlier of the Closing Date and two years following the termination of this Agreement in accordance with Article IX, the Company will hold, and will cause its Affiliates to hold, and will each use its reasonable best efforts to cause its respective Representatives to hold, in confidence and not to disclose or release without the prior written consent of Parent any and all Parent Confidential Information; provided that the Company may disclose, or may permit disclosure of, Parent Confidential Information (i) to its Affiliates or Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Company and in respect of whose failure to comply with such obligations, the Company will be responsible or (ii) if the Company or its Affiliates or Representatives are compelled to disclose, on the advice of legal counsel, any such Parent Confidential Information by judicial or administrative process or by other requirements of Law or any securities exchange, market or automated quotation system to which such Person is subject.  Notwithstanding the foregoing, in the event that any demand or request for disclosure of Parent Confidential Information is made pursuant to clause (ii) above, the Company will (A) to the extent not prohibited by Law, promptly notify Parent of the existence of such request or demand and the disclosure that is expected to be made in respect thereto, in each case with sufficient specificity so that Parent may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 6.4(d) and (B) if requested by Parent, assist Parent (at Parent’s expense) in seeking a protective order or other appropriate remedy in respect of such request or demand.  If such a protective order or other remedy or the receipt of a waiver by the Company is not obtained and the Company or any of its Affiliates or Representatives is, nonetheless, following consultation with its legal counsel, required by such judicial or administrative process, or Law to disclose any Parent Confidential Information, the Company (or such Affiliate or Representative) may, after compliance with the immediately preceding sentence of this Section 6.4(d), disclose only that portion of the Parent Confidential Information which it has been advised by its legal counsel is required to be disclosed, provided that the Company will and, if applicable, will cause such Affiliate or Representative to, exercise its reasonable best efforts to preserve the confidentiality of such Parent Confidential Information, including by obtaining reasonable assurances that confidential treatment will be accorded any Parent Confidential Information so disclosed.

(e)           No investigation pursuant to this Section 6.4 will affect the representations, warranties or conditions to the obligations of the Parties contained in this Agreement.

Section 6.5            Acquisition Proposals.

(a)           From and after the date of this Agreement, the Company will, and will cause each Company Subsidiary and the Representatives of the Company and the Company Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person or its Representatives (other than Parent and Merger Sub and their Representatives) with respect to any Acquisition Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to any Acquisition Proposal, and will discontinue access of such Persons and their Representatives to any electronic data room or similar information-sharing platform and will request the prompt return or destruction of any confidential information previously furnished or made available to such Persons in connection therewith.

(b)           Except as expressly permitted in accordance with Section 6.5(c) or Section 6.5(d), from and after the date of this Agreement, the Company will not, and will cause each Company Subsidiary and will not authorize or knowingly permit any of its Representatives to, directly or indirectly (i) initiate,

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solicit, facilitate or knowingly encourage the making of an Acquisition Proposal, (ii) enter into, participate or engage in or continue any discussions or negotiations regarding, furnish to any Person or its Affiliates or Representatives any information or data with respect to, or otherwise cooperate with or knowingly take any other action to facilitate any inquiry, proposal or offer that constitutes or that would reasonably be expected to lead to an Acquisition Proposal, (iii) enter into any letter of intent, memorandum of understanding, agreement in principle, term sheet, merger agreement, acquisition agreement, option agreement or other Contract relating to, providing for or that would reasonably be expected to lead to an Acquisition Proposal, (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or similar anti-takeover statute or regulation (including the approval of any Person becoming an “interested shareholder” pursuant to Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s Constituent Documents, inapplicable to any transactions contemplated by an Acquisition Proposal, (v) except as contemplated in Section 6.7, amend, modify or waive any provision of the Rights Plan or the Protective Provisions or cause or permit any of the rights issued pursuant to the Rights Plan to be redeemed, cancelled or terminated, (vi) amend, modify, waive or release any of the “standstill” restrictions in any confidentiality agreement or other Contract with any other Person (except that if the Board of Directors of the Company determines in good faith that the failure to so amend, modify, waive or release any such “standstill” restrictions would be inconsistent with its fiduciary duties, the Company may waive any such standstill provision in order to permit a third party to make and pursue an Acquisition Proposal), or (vi) resolve, propose or agree to do any of the foregoing.

(c)           Notwithstanding Section 6.5(b), at any time prior to, but not after, the receipt of the Stockholder Approval, the Company may, in response to an unsolicited bona fide written Acquisition Proposal made after the date of this Agreement that did not result from a breach of this Section 6.5, furnish information and data to the Person making such Acquisition Proposal and its Representatives pursuant to and in accordance with an Acceptable Confidentiality Agreement and participate and engage in discussions or negotiations with the Person regarding such Acquisition Proposal if and only if, in each case, the Board of Directors of the Company has determined in good faith, after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal.  All information provided by the Company or any Company Subsidiary to any Person entering into an Acceptable Confidentiality Agreement pursuant to this Section 6.5(c) that has not been previously provided to Parent must be provided by the Company to Parent prior to or substantially concurrently with the time it is provided to such Person (but no later than 48 hours after it is provided to the third party).

(d)           Notwithstanding Section 6.3(b) but subject to Section 6.5(e), at any time prior to, but not after, receipt of the Stockholder Approval, if (i) an Intervening Event has occurred and is continuing or (ii) the Company has received an Acquisition Proposal after date of this Agreement that has not been withdrawn or otherwise modified and that did not result from a breach of this Section 6.5 that the Board of Directors of the Company has determined in good faith, after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, constitutes a Superior Proposal, then, in the case of the foregoing clause (i), the Board of Directors of the Company may effect a Change in Recommendation and, in the case of the foregoing clause (ii), the Board of Directors of the Company authorize the Company to take any action pursuant to Section 9.1(d)(ii), in each case, if and only if the Board of Directors of the Company has determined in good faith, after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, that the failure to do so would be inconsistent with its fiduciary duties to the stockholders of the Company under Delaware Law.

(e)           Notwithstanding Section 6.5(d) and subject to Section 9.3(c), the Board of Directors of the Company may not effect a Change in Recommendation or authorize the Company to take any action pursuant to Section 9.1(d)(ii), unless (i) the Board of Directors of the Company has first provided at least

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five Business Days’ advance written notice to Parent that it is prepared to effect a Change in Recommendation, which notice will, in the case of the occurrence of an Intervening Event, include a written description in reasonable detail of such Intervening Event and, in the case of a Superior Proposal, attach the most current version of the proposed agreement relating such Superior Proposal (including all schedules and exhibits thereto) or if there is no proposed agreement, a description in reasonable detail of the material terms and conditions of such Superior Proposal, including the identity of the Person making such Superior Proposal, (ii) during the applicable five Business Day period, if requested by Parent, the Company and its Representatives will have engaged (and the Company will have caused its Representatives and the Representatives of the Company Subsidiaries to have engaged) in good faith negotiations with Parent and will consider any binding proposal by Parent to amend this Agreement in a manner that obviates the need for a Change in Recommendation or termination of this Agreement pursuant to Section 9.1(d)(ii), as applicable, and (iii) Parent does not make, within five Business Days after the receipt of such notice, a binding proposal that the Board of Directors of the Company determines in good faith (taking into account any revisions to the terms of the transaction contemplated by this Agreement proposed by Parent as provided in this Section 6.5(e)), after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, obviates the need for a Change in Recommendation or termination of this Agreement pursuant to Section 9.1(d)(ii), as applicable.  If there is any material change in the facts or circumstances relating to the Intervening Event or to the terms and conditions of the Superior Proposal, or the Company receives a Superior Proposal from another Person, then the provisions of this Section 6.5(e) will also be applicable with respect to each Change in Recommendation relating to any such changed Intervening Event or amended or additional Superior Proposal.

(f)            Notwithstanding any Change in Recommendation, the Board of Directors of the Company will continue to comply with its obligations under Section 6.2 and Section 6.3 and will submit this Agreement to the stockholders of the Company for the purpose of obtaining the Stockholder Approval unless this Agreement has been terminated prior to the date of the Stockholders Meeting, or any adjournment or postponement thereof, in accordance with Article IX.

(g)           As promptly as practicable after the receipt by the Company of any Acquisition Proposal or any request to engage in discussions or negotiations with respect to an Acquisition Proposal, and in any case by within 48 hours after the receipt thereof, the Company will provide oral and written notice to Parent of such Acquisition Proposal or request, the identity of the Person making any such Acquisition Proposal or request and the material terms and conditions of such Acquisition Proposal or request, including a copy of any such written Acquisition Proposal (and any amendments or modifications thereto) or request, as applicable.  The Company will keep Parent informed on a reasonably prompt basis of the status of any such Acquisition Proposal or request and any modifications thereto.

(h)           Nothing contained in Section 6.3(b) or this Section 6.5 will prohibit the Company from taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 under the Exchange Act with respect to any Acquisition Proposal; provided that (i) any “stop, look and listen” or similar communication will not be prohibited, (ii) any statement of position pursuant to Rule 14d-9(f) under the Exchange Act, or any similar communication to the stockholders of the Company, will be deemed to be a Change in Recommendation if it meets the requirements set forth in Section 6.3(b), and (iii) neither the Company or the Board of Directors of the Company may effect a Change in Recommendation except in accordance with Section 6.5(e).

(i)            The Company will promptly inform its and the Company Subsidiaries’ respective Representatives of the restrictions set forth in this Section 6.5.  Any breach or violation of the restrictions set forth in this Section 6.5 by any Company Subsidiary or any Representative of the Company or any Company Subsidiary will be deemed to be a breach or violation of this Section 6.5 by the Company.

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Section 6.6            Confidentiality Agreements.  From and after the date of this Agreement and prior to earlier of the Effective Time or the date of the termination of this Agreement in accordance with Article IX, the Company will use its reasonable best efforts to enforce in all material respects, the confidentiality and non-use in any nondisclosure agreements, confidentiality agreements and similar Contracts to which the Company or any of the Company Subsidiaries is or becomes a party or beneficiary relating to any Acquisition Proposal, including any Acquisition Proposal made after the date of this Agreement, and will not, and will cause the Company Subsidiaries and its and their Representatives not to, without Parent’s prior written consent, terminate, release, modify, amend or waive the confidentially or non-use provisions of any such confidentiality agreement in connection with an Acquisition Proposal, and will enforce such restrictions to the fullest extent permitted by applicable Law in the event of a material breach by the other party to such confidentiality agreement.

Section 6.7            Rights Plan and Protective Provisions; State Takeover Laws.  If (a) any provision of the Rights Plan or the Protective Provisions or (b) any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or becomes applicable to, or restricts or limits in any manner, the transactions contemplated by this Agreement, the Voting Agreement, the Merger or any of the other transactions contemplated by this Agreement, the Company and its Board of Directors will grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and will otherwise act to minimize the effects of any such provision, statute or regulation on the transactions contemplated by this Agreement.

Section 6.8            Section 16 of the Exchange Act.  Prior to the Effective Time, the Company will take all such steps as may be required to cause any dispositions of the Company equity securities (including derivative securities with respect to Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 6.9            Stockholder Litigation.  The Company will promptly advise Parent of any Proceeding brought by any stockholder of the Company against the Company or its directors or officers relating to this Agreement or the transactions contemplated by this Agreement and will keep Parent reasonably informed regarding any such litigation.  Each of the Company and Parent will cooperate and consult with one another in connection with any stockholder litigation relating to this Agreement or the transactions contemplated by this Agreement.  The Company will give Parent the opportunity to participate in, subject to a customary joint defense agreement, and will give due consideration to Parent’s advice with respect to such litigation, but the Company will control the defense or settlement, if any, of any such litigation; provided that in the event that a proposed settlement (a) would prevent, materially impair or materially delay the consummation of Merger or (b) involve the matters set forth on Section 6.9 of the Company Disclosure Letter, then the Company will not enter into such settlement without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed).

Section 6.10         Cooperation.  Each Party will, and will cause its respective Subsidiaries and their respective Representatives to, cooperate with the other Party and its respective Representatives and provide all financial and other information reasonably requested by the other Party from time to time in order to permit the other Party to comply with its obligations under applicable Law in connection with the transactions contemplated by this Agreement.  All Confidential Information regarding the disclosing Party obtained by the receiving Party or its Representatives pursuant to this Section 6.10 will be subject to the confidentiality obligations set forth in Section 6.4.

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Section 6.11         Financing Assistance.

(a)           The Company will, and will cause its Subsidiaries and its Representatives to, at the expense of Parent, use its and their reasonable best efforts to provide such cooperation as may be reasonably requested by Parent, to assist Parent in arranging, obtaining or syndicating the Debt Financing, the Alternative Financing or any debt or equity financing undertaken in any form in replacement of all or any portion of such Debt Financing or Alternative Financing or otherwise for the purposes of financing the Merger Consideration and the other Required Payments.  Without limiting the generality of the foregoing, upon the reasonable request by Parent, the Company will and will cause its Subsidiaries and its Representatives to use its and their reasonable best efforts to:

(i)            as promptly as reasonably practicable provide information (financial or otherwise) relating to the Company to the Financing Sources (including information to be used in the preparation of an information package regarding the business, operations, financial condition, financial projections and prospects of Parent and the Company customary for the completion of such financing) to the extent reasonably requested by Parent or the Financing Sources to prepare customary offering or information documents to be used for the completion of the Debt Financing, including participation in any drafting sessions;

(ii)           reasonably cooperate and assist with the due diligence, ratings agency process and marketing efforts of Parent, its Representatives and the Financing Sources, including participation by officers and other representatives, with appropriate seniority and expertise, in a reasonable number of investor meetings, presentations, sessions with ratings agencies, due diligence sessions and road shows, at times and at locations reasonably requested by Parent and upon reasonable advance notice;

(iii)          reasonably assist in preparing customary prospectuses, offering memoranda, confidential information memoranda, rating agency presentations, lender presentations, financial statements, private placement memoranda, prospectuses, filings with the SEC and other similar documents, including delivery of and consenting to the inclusion or incorporation in any SEC filing related to the Debt Financing or the Alternative Financing of (A) audited consolidated balance sheets and related audited statements of income, comprehensive income, stockholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended at least 75 days prior to the Closing Date (and internal control reports and audit reports for such financial statements, which will not be subject to any “going concern” qualifications), (B) unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income, stockholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least 45 days prior to the Closing Date, and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare pro forma financial statements required or customary for the Debt Financing and a securities offering contemplated by the Debt Financing or the Alternative Financing;

(iv)          make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including Representatives of the Company and its Subsidiaries, documents and information relating to the Company and its Subsidiaries, in each case, as may be reasonably requested by Parent, the Financing Sources or as may be requested by the SEC in connection with the completion of the Debt Financing or Alternative Financing;

(v)           reasonably facilitate the pledge of collateral required under the Debt Commitment Letter to be delivered and become effective at the Closing as may be reasonably requested by Parent (it being acknowledged that no such pledge may become effective other than

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concurrently with the Closing Date and the termination of certain of the Company’s existing financing arrangements), and assisting Parent, the Financing Sources and their respective Representatives in obtaining customary payoff letters, Lien releases, instruments of termination or discharge (in each case only to the extent such Indebtedness is required to be repaid in full on the Closing Date or in respect of which a default or event of default would arise as a result of the consummation of the transactions contemplated hereunder) and in each case to be effective upon receipt in cash of the payoff amount;

(vi)          obtain any necessary consents from the Company’s independent public accounting firm in connection with the Debt Financing or the Alternative Financing;

(vii)         in connection with any securities offering contemplated as part of the Debt Financing or the Alternative Financing, (A) obtain customary comfort letters from the Company’s independent public accounting firm, (B) cause the Company’s independent public accounting firm to consent to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company provided pursuant to Section 6.11(a)(iii) in any filing or registration statement with the SEC or any prospectus, offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, and (C) cause the Company’s independent public accounting firm to cooperate with Parent and its Representatives, including by participating in any accounting due diligence sessions;

(viii)        subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors;

(ix)          provide or cause to be provided any customary certificates or opinions as may reasonably be requested in connection with the Debt Financing and the Alternative Financing; and

(x)           provide all reasonably available information about the Company and its Subsidiaries to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, including under the USA PATRIOT Act of 2001.

(b)           Notwithstanding Section 6.11(a), (i) neither the Company nor any of its Subsidiaries will be required to pay any commitment or other similar fee or incur, prior to the Closing, any other liability or obligation in connection with the Debt Financing, (ii) none of the Company, its Subsidiaries or their respective officers, directors, employees or advisors will be required to execute or enter into or perform any agreement (including any opinion, solvency certificate or other deliverable) with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by Section 6.11(a)(vii)) and the boards of directors or other equivalent governing bodies of the Company, Parent, Merger Sub or the Surviving Corporation will not be required to enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the Company and its Subsidiaries as may be required by the Financing Sources pursuant to the Debt Commitment Letter that are effective prior to the Closing, (iii) nothing herein will obligate the Company or any of its Subsidiaries to provide or cause to be provided any information or take or cause to be taken any action to the extent it would result in a violation of applicable Law or such Person’s respective organizational documents, loss of any legal privilege or a default, event of default, or acceleration under, or termination of any Contract in effect on the date of this Agreement, and (iv) nothing herein will obligate the Company or any of its Subsidiaries to take any action that would (x) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (y) cause any condition to the Closing set forth herein to not be satisfied or otherwise cause any breach of this

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Agreement.  Parent will, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in satisfying its obligations under this Section 6.11.

(c)           Parent will indemnify and hold harmless the Company and each of its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Parent or its Subsidiaries or any assistance or activities provided in connection therewith; provided that Parent will have no obligation to indemnify or hold harmless any such Person to the extent that any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties are suffered or incurred as a result of the gross negligence, willful misconduct or fraud of the Company as determined by a court of competent jurisdiction in a final non-appealable verdict.

(d)           In no event will the receipt or availability of any funds or financing (including the Debt Financing contemplated by the Debt Commitment Letter) by or to Parent or any other financing transaction be a condition to any of the obligations of Parent hereunder.

Section 6.12         Liability Management.

(a)           The Company will provide Parent reasonable assistance in connection with (i) the repayment, redemption or satisfaction and discharge of any Indebtedness of the Company or any Company Subsidiary, including the Company Notes, Company IRBs or Company Credit Agreement, as applicable (a “Debt Payoff”), and (ii) any tender offers, exchange offers or consent solicitations (each, a “Debt Offer”) to holders of Company Notes; provided that:

(i)            if and to the extent requested by Parent prior to the Effective Time, the Company or a Subsidiary of the Company will, subject to the terms of this Section 6.12, commence a Debt Offer on terms determined by Parent after reasonable consultation with the Company; provided that neither the Company nor any Company Subsidiary will have any obligation to make any Debt Payoff;

(ii)           subject to the Company’s obligations hereunder, the Company will have a reasonable opportunity to review and comment on all offers to purchase, solicitation statements or any other materials to be transmitted to debt holders, or otherwise used in connection with any Debt Payoff or Debt Offer;

(iii)          at the time of commencement of any such Debt Payoff or Debt Offer, Parent and Merger Sub have performed or complied in all material respects with all of their agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Payoff or Debt Offer, as applicable, is to be commenced;

(iv)          the Company will retain, as may reasonably be required and at Parent’s expense, the financial institutions and other parties reasonably requested by Parent and reasonably acceptable to the Company to act as dealer managers, information agents, solicitation agents, depositaries or other agents to provide assistance in connection with any Debt Offers and the Company will enter into customary dealer manager agreements, consent solicitation agreements, information agent agreements, depositary agreements and other agreements in connection therewith;

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(v)           notwithstanding anything in this Agreement to the contrary, in no event will the Company, any of its Subsidiaries, Parent or any of its Subsidiaries have any obligation to authorize, adopt or execute any supplemental indenture to the Company Notes Indenture or other agreement relating to a Debt Payoff or Debt Offer that would become effective prior to the Closing Date;

(vi)          any Debt Payoff or Debt Offer will be at the expense of Parent;

(vii)         the closing of any Debt Payoff or Debt Offer will be expressly conditioned on the Closing (unless any such Debt Payoff or Debt Offer is commenced after the Closing); and

(viii)        any Debt Payoff or Debt Offer will be conducted in all material respects in compliance with applicable Law.

(b)           The Company will reasonably cooperate with Parent in the preparation of the necessary and appropriate documentation in connection with any solicitation of and offers to holders of the Company Notes pursuant to the Debt Payoff or Debt Offers, including any customary offers to purchase, redemption notices, consent solicitation statements, offering memoranda, letters of transmittal and ancillary documents, including any amendment or supplements thereto, necessary for each Debt Payoff or Debt Offer and other related documents (collectively, the “Debt Offer Documents”).  If at any time prior to the completion of the Debt Payoff or Debt Offers, any information in the Debt Offer Documents is discovered by the Company or Parent making it necessary to amend the Debt Offer Documents to ensure that the Debt Offer Documents do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, the Company will promptly notify Parent, and an appropriate amendment or supplement describing such information will be disseminated promptly to the holders of the Company Notes.

(c)           Notwithstanding any other provision of this Agreement, Parent will indemnify and hold harmless the Company and any Company Subsidiary and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred in connection with any and all of the matters contemplated by this Section 6.12 (other than arising from a material misstatement or omission on the part of the Company or any Company Subsidiary), whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated.  Parent will, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company and any Company Subsidiary in connection with this Section 6.12, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated.

(d)           Notwithstanding anything in this Agreement to the contrary, (i) Parent acknowledges and agrees that the consummation of any Debt Payoffs or Debt Offers is not a condition to Closing under this Agreement, and (ii) the Company’s obligations in this Section 6.12 are subject to Parent’s written confirmation that, at the time of Parent’s request for assistance pursuant to Section 6.12(a), Parent’s representation in Section 5.5(a) remains true and correct and that Parent has, and will have, funds sufficient to satisfy any Debt Payoff or Debt Offer.

Section 6.13         Deregistration and Delisting.  The Company will cooperate with Parent in taking or causing to be taken all actions necessary to delist the Common Stock from the NYSE and any other applicable securities exchange, and terminate its registration under the Exchange Act as promptly as

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practicable after the delisting; provided that such delisting and termination will not be effective until the Closing Date.

Section 6.14         Cooperation Relating to UBBP Companies.

(a)           The Company will, and will cause its Subsidiaries and will direct its Representatives to, reasonably cooperate with Parent and Parent’s Representatives in connection with (i) delivering any notices and other information relating to this Agreement that may be required to be provided pursuant to the UBBP Shareholders Agreement, or as may be otherwise reasonably requested by Parent (subject to any confidentiality obligations owed to third parties) and (ii) facilitating discussions with the other shareholders of the UBBP Companies regarding the business relationship from and after the Closing Date between Parent, the Company and UBBP Companies.  Prior to the Effective Time, the Company and Parent agree to undertake the actions set forth in Section 6.14 of the Company Disclosure Letter.

(b)           Nothing in this Section 6.14 requires the Company to do, or omit to do, anything which, in the Company’s reasonable opinion, (i) is or would be inconsistent with applicable Law or Governmental Authority (including any undertakings required by a Governmental Authority) or (ii) would constitute a breach or default of the Company or any Company Subsidiary under the UBBP Shareholders Agreement or any obligation of confidentiality owed to a third party.

ARTICLE VII
ADDITIONAL AGREEMENTS

Section 7.1            Consents and Approvals.

(a)           Prior to the Closing, each of Parent and the Company will use, and will cause their respective Subsidiaries to use, their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the most expeditious manner possible the Merger and the other transactions contemplated by this Agreement, including (i) determining all necessary filings, notices, petitions, clearances, statements, registrations, submissions of information, applications and other documents to consummate the Merger and the other transactions contemplated by this Agreement (including from Governmental Authorities or third parties), (ii) preparing and filing as promptly as practicable all documentation to effect such filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (iii) the satisfaction of the conditions to consummating the transactions contemplated by this Agreement, (iv) taking actions necessary to obtain (and to cooperate with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any Governmental Authority (which actions will include furnishing all information required under the HSR Act and other applicable Competition Laws and Foreign Investment Laws and in connection with (A) obtaining such approvals, authorizations, clearances, consents or exemptions under the HSR Act and such other applicable Competition Laws and Foreign Investment Laws for the jurisdictions set forth in Section 7.1(b) (collectively, “Antitrust Approvals”) or (B) filings with any Governmental Authority) required to be obtained or made by Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates in connection with the transactions contemplated by this Agreement or the taking of any action contemplated by this Agreement, and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement.  Prior to the Closing, the Company will use, and will cause the Company Subsidiaries to use, reasonable best efforts to cooperate with Parent to obtain consents and waivers required from parties to Company Contracts that have not been obtained; provided that (i) none of the Company or the Company Subsidiaries will be required to make any payments, incur any liability or obligation, or offer or grant any accommodation (financial or otherwise)

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to any such third party in connection with obtaining any such consent or waiver and (ii) in no event will the failure to obtain any such consent or waiver in and of itself be a condition to any of the obligations of Parent or the Merger Sub to effect the Closing.

(b)           In furtherance and not in limitation of the foregoing, each of Parent and the Company will (i) make or prepare, or cause to be made or prepared, the documents, forms, filings or submissions required of such Party under the HSR Act and any other applicable Competition Laws and Foreign Investment Laws for the jurisdictions set forth in Section 7.1(b) of the Company Disclosure Letter with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement and in any event (A) in the case of the HSR Act, within 15 Business Days after the date of this Agreement and (B) in the case of all other jurisdictions set forth in Section 7.1(b) of the Company Disclosure Letter, within 30 Business Days after the date of this Agreement, unless otherwise mutually agreed by the Parties, (ii) seek early termination of any applicable waiting periods, (iii) comply at the earliest practicable date with any request for additional information, documents or other materials (including a “second request” under the HSR Act) received by such Party from the United States Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority under any applicable Competition Laws or Foreign Investment Laws with respect to such filings or such transactions, and (iv) act in good faith and reasonably cooperate with the other Party in connection with any such filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR Act or any other applicable Competition Laws and Foreign Investment Laws with respect to any such filing or any such transaction.  The filing fees relating to any such filings under the HSR Act and any other Competition Laws will be paid by the Party required to pay such filing fees under applicable Law.

(c)           Notwithstanding anything herein to the contrary, neither Parent nor the Company, without the other Party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed), will (i) enter into any timing, settlement or similar agreement, or otherwise agree or commit to any arrangement, that would have the effect of extending, suspending, lengthening or otherwise tolling the expiration or termination of the waiting period applicable to the Merger under the HSR Act or (ii) enter into any timing or similar agreement, or otherwise agree or commit to any arrangement, that would bind or commit the Parties not to complete the Merger (or that would otherwise prevent or prohibit the Parties from completing the Merger).  Neither Parent nor the Company will take or permit any of their respective Subsidiaries or Affiliates to take any action that would reasonably be expected to prevent, materially delay or materially impede the receipt of Antitrust Approvals.

(d)           Parent will control all decisions and determinations with respect to the manner of satisfying all waiting periods under the HSR Act and other applicable Competition Laws and Foreign Investment Laws in connection with the transactions contemplated by this Agreement, subject to the obligations set forth in this Section 7.1, including to consult and cooperate with the Company. To the extent not prohibited by applicable Law, each of Parent and the Company will use its reasonable best efforts to furnish to the other Party all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement or any other written materials made to or received from any applicable Governmental Authority; provided that materials may be redacted (i) to remove references concerning the valuation of Parent, the Company or any of their Subsidiaries, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable privilege or confidentiality concerns.  Each of Parent and the Company will (A) give the other Party reasonable and prompt prior notice of any communication with, and any proposed understanding, undertaking or Contract with, any Governmental Authority regarding any such filings or any such transaction, (B) permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any analyses, presentations, memoranda, briefs, written arguments, opinions, written proposals or other materials to be submitted to any

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Governmental Authority with respect to any such filings or other communications, and (C) keep the other Party informed as to the status of any request, inquiry, objection, charge or other action, actual or threatened, by or before any Governmental Authority with respect to the transactions contemplated by this Agreement.  Neither Parent nor the Company will independently participate in any substantive meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving such other Party prompt prior notice of the meeting or conversation and, unless prohibited by any such Governmental Authority, the opportunity to attend or participate in such meeting or conversation.  Each of Parent and the Company will use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act or any other applicable Competition Laws or Foreign Investment Laws.  Each of Parent and the Company will use its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or any other applicable Competition Laws or Foreign Investment Laws with respect to the transactions contemplated by this Agreement as promptly as possible after the date of this Agreement.  Without limiting the generality of any of the obligations in this Section 7.1 and subject to Section 7.1(e), (i) if any Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of the HSR Act or any Competition Laws or Foreign Investment Laws, each of Parent and the Company will, and will cause their respective Subsidiaries and Affiliates to, cooperate and use its reasonable best efforts to vigorously contest and resist any such Proceeding, and (ii) each of Parent and the Company will, and will cause their respective Subsidiaries and Affiliates to, cooperate and use its reasonable best efforts to avoid the entry of (or, if such is entered, to have vacated, lifted, reversed or overturned) any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that prohibits, prevents, restricts or delays the consummation of the Merger or any of the other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal. Subject to Section 7.1(e), Parent will, and will cause its Affiliates to, defend through litigation on the merits any Proceeding by any Governmental Authority in order to avoid entry of, or to have vacated or terminated, any decree, Order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the End Date.  Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.1 will limit the right of any Party to terminate this Agreement pursuant to Section 9.1, so long as such Party hereto has, up to the time of termination, complied in all respects with its obligations under this Section 7.1.

(e)           Parent will, and will cause its Subsidiaries and Affiliates to, take all actions necessary to procure, as promptly as reasonably possible (and in any event no later than the End Date), any and all Antitrust Approvals that would, if not procured, otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement, including in accordance with the timing benchmarks set forth in Section 7.1(e) of the Company Disclosure Letter, (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Parent and its respective Subsidiaries and Affiliates and (ii) otherwise taking or committing to take actions that, after the Closing Date, would limit Parent’s or its Subsidiaries’ or Affiliates’ freedom of action with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of Parent and its respective Subsidiaries or Affiliates, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction, in any Proceeding under the HSR Act or any other applicable Competition Law or Foreign Investment Law, which would otherwise have the effect of preventing the Closing, and in that regard, Parent will agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Parent or Parent’s Subsidiaries’ or Affiliates’ ability to retain, any of the businesses, product lines or assets of Parent or any of their respective Subsidiaries or Affiliates.

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Section 7.2            Employee Matters.

(a)           Subject to Section 2.7, from and after the Effective Time, Parent will cause the Surviving Corporation to honor in accordance with their terms all Benefit Plans and compensation arrangements and agreements of the Company and the Company Subsidiaries as in effect immediately prior to the Effective Time.  Effective as of the Effective Time and during the period from the Effective Time until December 31 of the calendar year following the calendar year in which the Closing occurs (the “Continuation Period”), Parent will provide, or will cause the Surviving Corporation to provide to each employee of the Company and the Company Subsidiaries who continues to be employed by Parent or the Surviving Corporation or any of their respective Subsidiaries following the Effective Time (collectively, the “Continuing Employees”), (i) an annual base salary or wage rate and target and maximum short-term annual incentive compensation opportunities that are no less than those provided to such Continuing Employee immediately prior to the Closing, (ii) target and maximum long-term cash incentive compensation opportunities that are no less than the target and maximum cash value assumptions that were used when granting target equity-based incentive compensation opportunities to such Continuing Employee prior to the Closing, (iii) to the extent not otherwise duplicative with other benefits, retirement benefits and accruals under the applicable Benefit Plans in accordance with the Company’s past practices, (iv) severance benefits upon an involuntary termination without cause (or termination for good reason, if applicable) at least equal to the severance benefits upon an involuntary termination without cause (or termination for good reason, if applicable) that would have been provided to each such Continuing Employee in the event of an involuntary termination without cause (or termination for good reason, if applicable) under the Benefit Plans of the Company and the Company Subsidiaries, without amendment, as currently in effect on the date of this Agreement or as required by applicable Law, and (v) to the extent not otherwise duplicative with employee benefits otherwise described in this Section 7.2(a), employee benefits that are at least as favorable in the aggregate as the employee benefits provided to such Continuing Employee immediately prior to the Closing under the Benefit Plans of the Company and the Company Subsidiaries.

(b)           Following the Closing Date, Parent will, or will cause the Surviving Corporation to, cause any employee benefit plans sponsored or maintained by Parent or the Surviving Corporation or their Subsidiaries in which the Continuing Employees are eligible to participate following the Closing Date (collectively, the “Post-Closing Plans”) to recognize the service of each Continuing Employee with the Company and the Company Subsidiaries (and any predecessor thereto) prior to the Closing Date for purposes of eligibility, vesting and level of benefits under such Post-Closing Plans; provided that such recognition of service will not (i) operate to duplicate any benefits of a Continuing Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (A) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (B) which corresponds to a Benefit Plan of the Company or the Company Subsidiaries that did not recognize such period of service or that did not provide credit for prior service or (C) that is grandfathered or frozen, either with respect to level of benefits or participation. With respect to any Post-Closing Plan that provides medical, dental or vision insurance benefits, for the plan year in which such Continuing Employee is first eligible to participate during the Continuation Period, Parent will (i) cause any pre-existing condition limitations or eligibility waiting periods under such plan to be waived with respect to such Continuing Employee to the extent such limitation would have been waived or satisfied under the Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time and (ii) credit each Continuing Employee for any co-payments or deductibles incurred by such Continuing Employee in such plan year under the corresponding Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such Post-Closing Plan. Such credited expenses will also count toward any annual or lifetime limits, treatment or visit limits or similar limitations that apply under the terms of the applicable Post-Closing Plan.

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(c)           Notwithstanding anything contained herein to the contrary, with respect to any Continuing Employees who are covered by a collective bargaining agreement or who are based outside of the United States, Parent’s obligations under this Section 7.2 will be modified or adjusted as necessary or appropriate to comply with any obligations under the applicable collective bargaining agreement or under the Laws of the foreign countries and political subdivisions thereof in which such Continuing Employees are based.

(d)           Parent hereby acknowledges that a “change in control” of the Company or other event with similar import, within the meaning of the Benefit Plans that contain such terms, will occur upon the Effective Time.  From and after the Effective Time, Parent will, and Parent will cause the Surviving Corporation to, honor, in accordance with the terms thereof as in effect as of the date hereof, each employment agreement and change in control severance agreement to which the Company or any Company Subsidiary is a party prior to or as of the Effective Time, including any obligation set forth in such agreement to deposit amounts in a grantor trust.

(e)           This Agreement is not intended by the Parties to (i) constitute an amendment to any Benefit Plan, (ii) obligate Parent, the Surviving Corporation or any of their Affiliates to maintain any particular compensation or benefit plan, program, policy, agreement or arrangement or (iii) create any obligation of the Parties with respect to any employee benefit plan of Parent, the Surviving Corporation or any of their Affiliates.  Nothing contained in this Agreement, express or implied, is intended to confer upon any employee any benefits under any employee benefit plan, program, policy, agreement or arrangement, including severance benefits, or the right to employment or continued employment with Parent, the Surviving Corporation or any of their Affiliates for any period by reason of this Agreement.

Section 7.3            Fees and Expenses.  Except as otherwise provided in this Agreement, whether or not the Merger is consummated, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement will be paid by the Party incurring such fees and expenses.

Section 7.4            Directors’ and Officers’ Indemnification and Insurance.

(a)           From and after the Effective Time, Parent will and Parent will cause the Surviving Corporation to (i) indemnify and hold harmless, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors and officers of the Company and the Company Subsidiaries (in all of their capacities) (the “Indemnified Persons”) (A) to the same extent such Indemnified Persons are indemnified or exculpated or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company’s Constituent Documents and indemnification Contracts, if any, in existence on the date of this Agreement with the Indemnified Persons and (B) without limitation to clause (A), to the fullest extent permitted by Law, (ii) honor and will not amend the provisions regarding elimination of liability of directors, indemnification of directors and officers and advancement of expenses contained in the Company’s Constituent Documents immediately prior to the Effective Time, and (iii) maintain for a period of six years after the Effective Time policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D&O Insurance”) covering each person covered by the Company’s current D&O Insurance as of the Effective Time, providing for at least the same coverage and amounts as, and containing terms and conditions which are no less favorable to the insured than, such current D&O Insurance, with respect to claims arising from facts or events that occurred on or before the Effective Time, including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated by this Agreement.  Notwithstanding the foregoing, in no event will the Surviving Corporation be required to expend for any one coverage year more than 300 percent of the current annual premium expended by the Company and the Company

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Subsidiaries as set forth in Section 7.4(a) of the Company Disclosure Letter to maintain or procure such D&O Insurance immediately prior to the Effective Time (such amount, the “Maximum Annual Premium”).  If the annual premiums of such insurance coverage exceed the Maximum Annual Premium, the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium.  In lieu of the foregoing insurance coverage, the Company may purchase “tail” insurance coverage, at a cost no greater than the six times the Maximum Annual Premium, that provides coverage not less favorable than the coverage described above.

(b)           The rights of each Indemnified Person hereunder will be in addition to, and not in limitation of, any other rights such Indemnified Person may have under the Constituent Documents of the Company or any of the Company Subsidiaries or the Surviving Corporation, any other indemnification Contract, the DGCL or otherwise.

(c)           The provisions of this Section 7.4 will survive the consummation of the Merger and expressly are intended to benefit, and are enforceable by, each of the Indemnified Persons and his or her heirs.  In the event that the Surviving Corporation or any of its respective successors or assigns consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity in such consolidation or merger or transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision will be made so that the successors and assigns of the Surviving Corporation will assume and comply with the obligations set forth in this Section 7.4.

(d)           The obligations of the Surviving Corporation under this Section 7.4 will not be terminated or modified in such a manner as to adversely affect any Indemnified Person without the consent of such Indemnified Person, it being expressly agreed that the Indemnified Persons will be third party beneficiaries of this Section 7.4.  Parent will honor, guaranty and stand as a surety for, and will cause the Surviving Corporation and its Subsidiaries and successors to honor and comply with, in accordance with their respective terms, each of the covenants contained in this Section 7.4 without limit as to time.

Section 7.5            Public Announcements.  The initial press release regarding the announcement of this Agreement will be prepared jointly by the Company and Parent, and thereafter none of the Company, Parent nor any of their respective Affiliates will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior consultation of the other Party and giving the other Party the opportunity to review and comment on such press release or other public announcement, except as required by applicable Law, by any listing agreement with or rules of any applicable national securities exchange, trading market or listing authority, or as may be requested by a Governmental Authority.  Notwithstanding the foregoing, the provisions of this Section 7.5 will cease to apply from and after the time of any Change in Recommendation.

Section 7.6            Notice of Certain Events.  Each of Parent and the Company will promptly notify the other after receiving or becoming aware of (a) the occurrence, or non-occurrence of any event which would be reasonably likely to cause any condition to the Merger to be unsatisfied by the End Date and (b) any failure of Parent or the Company, as the case may be, to comply with or satisfy in all material respects any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided that (i) the delivery of any notice pursuant to this Section 7.6 will not limit or otherwise affect the remedies available under this Agreement to the Party receiving such notice and (ii) a failure to comply with this Section 7.6 will not constitute the failure of any condition set forth in Article VIII to be satisfied by the End Date unless the underlying change or event would independently result in the failure of a condition set forth in Article VIII to be satisfied by the End Date.

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Section 7.7            Control of Operations.  Without limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (a) nothing contained in this Agreement will give either Party, directly or indirectly, the right to control, direct or influence the other Party’s operations prior to the Effective Time, and (b) prior to the Effective Time, each Party will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Section 7.8            Agreements Relating to Debt Financing.

(a)           Parent will use its reasonable best efforts to take all actions and to do all things reasonably necessary to arrange and consummate the Debt Financing on the terms described in the Debt Commitment Letter, including using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter, (ii) satisfy or cause to be satisfied on a timely basis (or, if determined advisable by Parent, obtain the waiver of) all terms and conditions applicable to Parent set forth in the Debt Commitment Letter that are within its control and (iii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions substantially comparable to those contemplated by the Debt Commitment Letter (or on other terms and conditions agreed by Parent and the Financing Sources).  In the event that all conditions to the Debt Financing have been satisfied, Parent will fully enforce its rights under the Debt Commitment Letter and the definitive documentation related to the Debt Financing to cause the Financing Sources to fund such Debt Financing on the Closing Date.

(b)           Parent will keep the Company reasonably informed on a current basis of the status of its efforts to consummate the Debt Financing and any material developments with respect to the Debt Financing.  Without limiting the generality of the foregoing, Parent will promptly notify the Company when it becomes aware of (i) the expiration or termination of the Debt Commitment Letter, (ii) any refusal by the Financing Sources to provide the full Debt Financing contemplated by the Debt Commitment Letter, (iii) any breach or default by any party to the Debt Commitment Letter or definitive document related to the Debt Financing, (iv) receipt of any written notice or other written communication from any Person with respect to any actual or alleged breach, default, termination or repudiation by any party to the Debt Commitment Letter or any definitive document related to the Debt Financing, to the extent such expiration, termination, refusal, breach, default, notice or other written communication could reasonably be expected to prevent or materially delay the Closing or otherwise result in insufficient proceeds of the Debt Financing to consummate the transactions contemplated by this Agreement at the Closing, or (v) if the full amount of the Debt Financing otherwise becomes unavailable on the terms and conditions (including the “flex” provisions in the event such provisions are exercised in accordance with their terms) contained in the Debt Commitment Letter.

(c)           Parent will not replace, amend or waive the Debt Commitment Letter, without the Company’s prior written consent, if such replacement, amendment or waiver (i) reduces the aggregate amount of the Debt Financing (unless Parent has increased its commitment to provide equity financing by the same reduced amount), (ii) effects any replacement, amendment, modification or waiver that would reasonably be expected to delay or prevent the Closing or make the funding of the Debt Financing less likely to occur or otherwise causes the terms and conditions (including any “flex” provisions and conditions to funding) for the Debt Financing, in the aggregate, to be materially less favorable to Parent or the Merger Sub as those in the Debt Commitment Letter, it being understood and agreed that in any event, Parent may amend the Debt Commitment Letter to (A) add lenders (to the extent such lenders are commercial banks or other financial institutions), arrangers, bookrunners, agents, managers or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement and consent to the assignment after the date of this Agreement of lending commitments under the Debt Commitment Letter to other lenders (to the extent such lenders are commercial banks or other financial institutions) or (B) increase the aggregate amount of the Debt Financing.  Parent will promptly provide the Company with copies of any replacement, amendment or waiver of the Debt Commitment Letter that is permitted in

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accordance with this Agreement; provided that all such additional lenders and assignees agree to the confidentiality terms set forth in the Debt Commitment Letter.

(d)           If funds in the amounts and on the terms set forth in the Debt Commitment Letter become unavailable to Parent on the terms and conditions set forth in the Debt Commitment Letter and such amounts are necessary to consummate the transactions contemplated by this Agreement (except in accordance with the express terms set forth in the Debt Commitment Letter (other than as a result of a breach, default or failure to satisfy a condition therefor by Parent) or unless concurrently replaced on a dollar-for-dollar basis by commitments subject to substantially the same conditions and on terms that are otherwise not materially less favorable in the aggregate to the Company and the Company Subsidiaries than those set forth in the Debt Commitment Letter from other financing sources or from proceeds of other sources of financing or cash), Parent will (i) use reasonable best efforts to obtain debt financing (“Alternative Financing”) in amounts as set forth in the Debt Commitment Letter on terms that will enable Parent to consummate the transactions contemplated hereby and that are not less favorable in the aggregate to the Company and the Company Subsidiaries than those contained in the Debt Commitment Letter in in place as of the date hereof (or as amended as permitted hereby) and (ii) promptly notify the Company of such unavailability and the reason therefor.  Parent will promptly provide the Company with copies of any commitment letter associated with any Alternative Financing.  If Parent proceeds with Alternative Financing, it will be subject to the same obligations with respect to the Alternative Financing as set forth in this Section 7.8 with respect to the Debt Financing.  Parent will provide the Company with prompt written notice of the receipt of any notice or other communication from any Financing Source with respect to such Financing Source’s failure or anticipated failure to fund its commitments under any Debt Commitment Letter or definitive agreement in connection therewith.  In addition, if funds in the amounts and on the terms set forth in the Debt Commitment Letter become unavailable to Parent on the terms and conditions set forth in the Debt Commitment Letter as a result of a breach, default or failure to satisfy a condition therefor by Parent, Parent will use its reasonable best efforts to cure or otherwise resolve any applicable breach, default or failure to satisfy any such condition precedent.

(e)           In no event will the receipt or availability of any funds or financing by or to Parent or its Subsidiaries or any other financing transaction be a condition to any of the obligations of Parent and the Merger Sub hereunder.

Section 7.9            Parent Approval; Merger Sub Compliance.  Immediately following the execution of this Agreement, Parent will cause C&G, as the sole stockholder of Merger Sub, to execute and deliver, in accordance with Section 251 of the DGCL and in its capacity as the sole stockholder of Merger Sub, a written consent adopting the plan of merger contained in this Agreement.  Parent will cause Merger Sub to comply with all of its obligations under or related to this Agreement.

ARTICLE VIII
CONDITIONS PRECEDENT

Section 8.1            Conditions to Each Party’s Obligation to Effect the Merger.  The respective obligations of each Party to effect the Merger are subject to the satisfaction or waiver (if permissible under applicable Law) on or prior to the Effective Time of the following conditions:

(a)           the Company must have obtained the Stockholder Approval;

(b)           the waiting period under the HSR Act applicable to the Merger and the other transactions contemplated by this Agreement must have expired or been terminated and all consents, approvals or authorizations of, declarations or filings with or notices to any Governmental Authority pursuant to any other applicable Competition Law or Foreign Investment Law in connection with the consummation of

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the Merger and the transactions contemplated by this Agreement that are set forth in Section 7.1(b) of the Company Disclosure Letter must have been obtained and made and must be in full force and effect; and

(c)           no Laws (whether temporary, preliminary or permanent) must have been enacted, enforced, entered, adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other Order, judgment, decision, opinion or decree must have been issued and remain in effect issued by a court or other Governmental Authority of competent jurisdiction, having the effect of restraining, enjoining, making illegal or otherwise prohibiting, restraining or enjoining consummation of the Merger or the other transactions contemplated by this Agreement (collectively, “Restraints”).

Section 8.2            Conditions to Obligations of Parent and Merger Sub.  The obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction, or waiver (if permissible under applicable Law) by Parent, on or prior to the Effective Time of the following additional conditions:

(a)           each of the representations and warranties of the Company set forth in this Agreement (other than in the first sentence of Section 4.1, Section 4.3(a), the first sentence of Section 4.3(b), the first sentence of Section 4.3(c), Section 4.4, Section 4.5(a)(i), Section 4.6, Section 4.10(b) and Section 4.25) in each case made as if none of such representations and warranties contained any qualifications or limitations as to “materiality,” “Material Adverse Effect” or similar qualification, must be true and correct as of the date of this Agreement and as of the Closing as though made on and as of such time (except to the extent that any such representations and warranties expressly speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be true and correct as so made had not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; provided that notwithstanding the foregoing, (i) each of the representations and warranties of the Company set forth in the first sentence of Section 4.1, Section 4.4, Section 4.5(a)(i), Section 4.6 and Section 4.25, in each case made as if none of such representations and warranties contained any qualifications or limitations as to “materiality,” “Material Adverse Effect” or similar qualification, must be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made on and as of such time (except to the extent that any such representations and warranties expressly speak as of another date, in which case such representations and warranties must be true and correct in all material respects as of such other date), (ii) each of the representations and warranties of the Company set forth in Section 4.3(a), the first sentence of Section 4.3(b) and the first sentence of Section 4.3(c) must be true and correct in all respects (in each case, other than de minimis breaches) as of the date of this Agreement and as of the Closing as though made on and as of such time (except to the extent that any such representations and warranties expressly speak as of another date, in which case such representations and warranties will be true and correct as of such other date) and (iii) the representation and warranty of the Company set forth in Section 4.10(b) must be true and correct in all respects as of the date of this Agreement and as of the Closing as though made on and as of such time.  Parent must have received a certificate of the chief executive officer or the chief financial officer of the Company to such effect; and

(b)           the Company must have performed or complied in all material respects with all covenants and agreements required to be performed by it under this Agreement at or prior to the Closing, and Parent must have received a certificate of the chief executive officer or the chief financial officer of the Company to such effect.

Section 8.3            Conditions to Obligations of the Company.  The obligations of the Company to effect the Merger are subject to the satisfaction of, or waiver (if permissible under applicable Law) by the Company, on or prior to the Effective Time of the following additional conditions:

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(a)           each of the representations and warranties of Parent set forth in this Agreement, in each case made as if none of such representations and warranties contained any qualifications or limitations as to “materiality,” “material adverse effect” or similar qualification, must be true and correct as of the date of this Agreement and as of the Closing as though made on and as of such time (except to the extent that any such representations and warranties expressly speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be true and correct as so made would not prevent or materially impair or materially delay the ability of Parent or Merger Sub to consummate the Merger; provided that notwithstanding the foregoing, each of the representations and warranties of Parent and Merger Sub set forth in Section 5.3 and Section 5.5 must be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representations and warranties expressly speak as of another date, in which case such representations and warranties must be true and correct in all material respects as of such other date).  The Company must have received a certificate of a duly authorized officer of Parent to such effect; and

(b)           each of Parent and Merger Sub must have performed or complied in all material respects with all covenants and agreements required to be performed by it under this Agreement at or prior to the Closing and the Company must have received a certificate of duly authorized officer of Parent to such effect.

Section 8.4            Frustration of Closing Conditions.  Neither the Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in this Article VIII to be satisfied if such failure was materially contributed to by, or was the result of, such Party’s breach of any provision of this Agreement or failure to use reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by, and subject to the conditions set forth in, Section 7.1.

ARTICLE IX
TERMINATION

Section 9.1            Termination.  This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time, whether before or after receipt of the Stockholder Approval:

(a)           by mutual written consent of Parent and the Company;

(b)           by either Parent or the Company, if:

(i)            the Merger has not been consummated by January 1, 2019 (the “End Date”), whether the End Date is before or after the date of the Stockholder Approval; provided that if, as of the date 10 Business Days prior to the End Date, all of the closing conditions set forth in Section 8.1 and Section 8.3 have been satisfied or waived (other than the closing condition set forth in Section 8.1(b) and those conditions that by their nature are to be satisfied at the Closing), then the End Date will automatically be extended to September 1, 2019 (with all references in this Agreement to the End Date thereafter being deemed to be references to the End Date as so extended);

(ii)           any Restraint permitting restraining, enjoining or prohibiting the consummation of the Merger or making the Merger illegal is in effect and has become final and non-appealable; or

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(iii)          the Stockholder Approval is not obtained at the Stockholders Meeting or any adjournment or postponement thereof, in each case, at which a vote on the adoption of the Merger Agreement was taken;

(c)           by Parent, if:

(i)            the Company has breached or failed to perform any of, or there is any inaccuracy in, its representations, warranties, covenants or agreements contained in this Agreement and such breach or failure to perform (A) is incapable of being cured by the Company or, if capable of being cured, is not cured prior to the earlier of the End Date and 30 days after the date written notice thereof is given by Parent to the Company and (B) would result in a failure of any condition set forth in Section 8.2(a) or Section 8.2(b); or

(ii)           any Change in Recommendation has occurred; or

(d)           by the Company:

(i)            if Parent or Merger Sub has breached or failed to perform any of, or there is any inaccuracy in, its representations, warranties, covenants or agreements contained in this Agreement and such breach or failure to perform (A) is incapable of being cured by Parent or Merger Sub or, if capable of being cured, is not cured prior to the earlier of the End Date and 30 days after the date written notice thereof is given by the Company to Parent and (B) would result in a failure of any condition set forth in Section 8.3(a) or Section 8.3(b); or

(ii)           prior to the receipt of the Stockholder Approval, in order to concurrently enter into a definitive written agreement with respect to a Superior Proposal; provided that the Company must have complied with Section 6.5(e).

Section 9.2            Effect of Termination.  In the event of any termination of this Agreement as provided in Section 9.1, the obligations of the Parties under this Agreement will terminate and there will be no liability on the part of any Party with respect thereto, except for the confidentiality provisions of Section 6.4 and the provisions of this Section 9.2, Section 9.3 and Article X, each of which will remain in full force and effect; provided that no Party will be relieved or released from any liability or damages arising from fraud or any intentional and material breach of this Agreement.

Section 9.3            Termination Fee.

(a)           The Company will pay to Parent, by wire transfer of cash in immediately available funds, $215,000,000 (the “Termination Fee”) if this Agreement is terminated under the following circumstances:

(i)            if (A) this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b)(i), is terminated by either Parent or the Company pursuant to Section 9.1(b)(iii) or is terminated by Parent pursuant to Section 9.1(c)(i), and in any such case an Acquisition Proposal has become known to the Board of Directors of the Company or has been publicly announced or has otherwise become publicly known, at any time after the date of this Agreement and prior to date of the termination of this Agreement or, with respect to termination pursuant to Section 9.1(b)(iii), prior to the time of the taking of the vote of the stockholders of the Company at the Stockholders Meeting, and such Acquisition Proposal has not been withdrawn, and (B) within 12 months after the date of such termination, the Company’s Board of Directors recommends that stockholders vote in favor of, or tender their shares into, any Acquisition Proposal (including any Acquisition Proposal made after the date of the termination of this

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Agreement), or the Company enters into a Contract with respect to an Acquisition Proposal, or consummates the transaction contemplated by any Acquisition Proposal (including any Acquisition Proposal made after the date of the termination of this Agreement), then the Company will pay the Termination Fee concurrently with the date the Company consummates such transaction; provided that, for purposes of this Section 9.3(a)(i), all references to 15 percent included in the definition of the term “Acquisition Proposal” will be deemed to refer to 50 percent;

(ii)           if this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii), then the Company will pay the Termination Fee by the second Business Day following the date of such termination;

(iii)          if this Agreement is terminated by the Company pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii) and, at the time of such termination, Parent is entitled to terminate the Agreement pursuant to Section 9.1(c)(ii), then the Company will pay the Termination Fee in accordance with Section 9.3(c); or

(iv)          if this Agreement is terminated by the Company pursuant to Section 9.1(d)(ii), then the Company will pay the Termination Fee in accordance with Section 9.3(c).

(b)           Each of the Parties acknowledges that the amounts payable by the Company to Parent pursuant to this Section 9.3 are not a penalty, but rather constitute liquidated damages in a reasonable amount that will compensate Parent for the efforts and resources expended and opportunities foregone while proposing and negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with precision.

(c)           Notwithstanding anything to the contrary in this Agreement, upon payment of the Termination Fee, the Company, the Company Subsidiaries and their respective former, current or future directors, stockholders, managers, members Affiliates and Representatives will have no further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby, other than as provided in this Section 9.3; provided that prior to the payment of the Termination Fee, if payable pursuant to Section 9.3(a)(iii) or Section 9.3(a)(iv), the Company will provide Parent with written notice of its intention to pay such Termination Fee and, within three Business Days after receipt of such written notice, Parent will be required to provide irrevocable and unconditional confirmation to the Company in writing that it intends to either (but not both) (i) receive payment of the Termination Fee, in which case such Termination Fee will be paid by the Company to Parent by wire transfer to the account designated by Parent in immediately available funds within two Business Days of such written confirmation or (ii) directly or indirectly, pursue an award of damages and/or equitable relief, subject to irrevocably and unconditionally agreeing not to (and causing its Affiliates not to) exercise, and agreeing to waive, any and all claims and rights Parent (or its Affiliates) may have to the Termination Fee.  In the event that the Board of Directors of the Company has provided the advance written notice, pursuant to Section 6.5(e), of its intention to effect a Change in Recommendation or to authorize the Company to take any action pursuant to Section 9.1(d)(ii), Parent may, but will not be required to, deliver the confirmation contemplated in the previous sentence to the Company prior to the expiration of the five Business Day period contemplated in Section 6.5(e)(ii), in which event (A) Parent may terminate this Agreement pursuant to Section 9.1(c)(ii) and the Company will pay the Termination Fee due pursuant to Section 9.3(a)(iii) within two Business Days following the date of the termination of this Agreement or (B) the Company may terminate this Agreement pursuant to Section 9.1(d)(ii) and will pay the Termination Fee due pursuant to Section 9.3(a)(iv) on the date of, and as a condition to, the termination of this Agreement.

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Notwithstanding anything to the contrary herein, under no circumstances will Parent be entitled to receive both an award of monetary damages and payment of all or any portion of the Termination Fee.

(d)           The Company acknowledges and agrees that the agreements contained in this Section 9.3 are an integral part of the transaction contemplated by this Agreement and that, without these agreements, Parent would not enter into this Agreement.  Accordingly, if the Company fails promptly to pay any amounts due under this Section 9.3 and, in order to obtain such payment, Parent commences any Proceeding that results in a judgment against the Company for such amounts, the Company will pay interest on such amounts from the date payment of such amounts was due to the date of actual payment at the prime rate of the Bank of New York Mellon Corporation in effect on the date such payment was due, together with the costs and expenses (including reasonable legal fees and expenses) incurred by Parent in connection with such Proceeding.

ARTICLE X
GENERAL PROVISIONS

Section 10.1         Non-Survival of Representations, Warranties and Agreements.  None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, will survive the Effective Time, except for those covenants and agreements contained in this Agreement and such other instruments that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article X.

Section 10.2         Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder will be in writing and sent by facsimile, by electronic mail or by internationally recognized express courier service and will be deemed given and effective on the earliest of (a) the date of transmission in the location of the recipient, if such notice or communication is delivered via electronic mail at the email address specified in this Section 10.2 or facsimile at the facsimile telephone number specified in this Section 10.2, in either case, prior to 5:00 p.m. on a Business Day in the location of the recipient and, in each case, a copy is sent on such Business Day by internationally recognized express courier service, (b) the Business Day in the location of the recipient after the date of transmission, if such notice or communication is delivered via electronic mail at the email address specified in this Section 10.2 or facsimile at the facsimile telephone number specified in this Section 10.2, in each case, later than 5:00 p.m. in the location of the recipient on any date and earlier than 12 midnight on the following date in the location of the recipient and a copy is sent no later than such date by internationally recognized express courier service or (c) when received, if sent by nationally recognized overnight courier service (other than in the cases of clauses (a) and (b) above), the address for such notices and communications will be as follows:

If to Parent or Merger Sub, to:
Gebr. Knauf KG
Am Bahnhof 7
97346 Iphofen
Federal Republic of Germany
Facsimile:	+49 9323 31 470
Email:	schanow.joerg@knauf.de
Attention:	Jörg Schanow
	General Counsel

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with a copy (which will not constitute notice) to:
Baker & McKenzie LLP
300 East Randolph Street
Chicago, Illinois 60601
United States of America
Facsimile:	+1 312 861 2899
Email:	craig.roeder@bakermckenzie.com
	thomas.hughes@bakermckenzie.com
Attention:	Craig Roeder
	Thomas Hughes
and
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
United States of America
Facsimile:	+1 212 848 7179
Email:	robert.masella@shearman.com
	grace.jamgochian@shearman.com
Attention:	Robert Masella
	Grace Jamgochian
If to the Company, to:
USG Corporation
550 West Adams Street
Chicago, Illinois 60661
United States of America
Facsimile:	+1 312 672 6815
Email:	mwarner@usg.com
Attention:	Michelle M. Warner
	Senior Vice President, General Counsel & Corporate Secretary
with a copy (which will not constitute notice) to:
Jones Day
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
United States of America
Facsimile:	+1 216 579 0212
Email:	jpdougherty@jonesday.com
Attention:	James Dougherty

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Jones Day
150 West Jefferson Street
Suite 2100
Detroit, Michigan 48226
United States of America
Facsimile:	+1 313 230 7969
Email:	tmelton@jonesday.com
Attention:	Timothy Melton
and
Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309
United States of America
Facsimile:	+1 404 581 8330
Email:	lthomas@jonesday.com
Attention:	Lizanne Thomas

Section 10.3         Entire Agreement; Third Party Beneficiaries.  This Agreement (including the Exhibits, Schedules and the Parties’ disclosure letters) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to their subject matter (including the Parent Confidentiality Agreement and the Company Confidentiality Agreement).  This Agreement will be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express or implied, is intended to or will confer upon any Person not a party to this Agreement any rights, benefits or remedies of any nature whatsoever; provided that (a) from and after the Effective Time (i) the obligations set forth in Article II may be enforced by the holders of shares of Common Stock and Equity Rights with respect to the right of such holders to receive, as applicable, the Merger Consideration and the consideration set forth in Section 2.7 and (ii) the obligations set forth in Section 7.4 may be enforced by the Indemnified Persons and their heirs, successors and assigns and (b) the Financing Sources are intended third party beneficiaries of this Section 10.3, Section 10.5, Section 10.6, Section 10.8 and Section 10.10 and will be entitled to enforce such provisions directly.

Section 10.4         Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party.  Notwithstanding the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

Section 10.5         Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties, in whole or in part (whether by operation of Law or otherwise), without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent will be null and void; provided that Parent and Merger Sub may collaterally assign this Agreement (but none of their obligations or undertakings, for which Parent and the Merger Sub will in all cases remain fully liable) under this Agreement or any related documents effective

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from and after the Closing Date, without the prior written consent of the Company, to the Financing Sources and other lenders or investors participating in the Debt Financing as collateral security pursuant to the terms thereof. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

Section 10.6         Amendment.  This Agreement may be amended by the Parties, by action taken or authorized by their respective Boards of Directors, at any time before or after adoption and approval of this Agreement by the stockholders of the Company or by the sole stockholder of Merger Sub, but after such adoption and approval, no amendment will be made which by Law or in accordance with the rules of the NYSE requires further adoption or approval by any such stockholders without such further adoption and approval, as applicable.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties; provided that Section 10.3, Section 10.5, this Section 10.6, Section 10.8 and Section 10.10 may not be amended in any manner adverse in any material respect to the Financing Sources without the prior written consent of the Financing Sources.

Section 10.7         Extension; Waiver.  At any time prior to the Effective Time, the Parties, by action taken or authorized by their respective Boards of Directors, may to the extent legally permitted (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement and (c) waive compliance with any of the agreements or conditions contained in this Agreement.  No extension or waiver will be made which by Law or in accordance with the rules of the NYSE requires further approval by the stockholders of the Company without such further approval.  Any agreement on the part of a Party to any such extension or waiver will be valid only if set forth in a written instrument signed on behalf of such Party. The failure of any Party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of those rights.

Section 10.8         Governing Law and Venue:  Waiver of Jury Trial.

(a)           THIS AGREEMENT WILL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS WILL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH, AND ALL ACTIONS, SUITS AND PROCEEDINGS ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE GOVERNED BY, THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY CHOICE OR CONFLICTS OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.  Notwithstanding anything herein to the contrary, the Parties acknowledge and irrevocably agree that any lawsuit, claim, complaint, controversy, formal investigation or proceeding before or by any Governmental Authority or dispute of any kind or nature (whether based upon contract, tort or otherwise) involving a Financing Source that is in any way related to this Agreement, the Merger or any of the transactions contemplated by this Agreement or the performance of services hereunder or related hereto, including any dispute arising out of or relating in any way to the Debt Financing (including any Alternative Financing), will be governed by, and construed in accordance with, the Laws of the State of New York (except as expressly specified otherwise in the Debt Commitment Letter, the commitment relating to any Alternative Financing or in any definitive document relating to such financing to which such Financing Source is a party).

(b)           The Parties irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) with respect to all matters arising out of or relating to this Agreement, the interpretation and enforcement of the provisions of this Agreement, and of the documents referred to in this Agreement, and in respect of the transactions contemplated by this Agreement, and irrevocably waive, and agree not to assert, as a defense in any action, suit or proceeding for the

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interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or convenient or that this Agreement or any such document may not be enforced in or by such courts, and the Parties agree that all claims with respect to such action, suit or proceeding will be heard and determined exclusively in such courts.  The Parties consent to and grant any such court jurisdiction over the person of such Parties solely for such purpose and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by Law will be valid and sufficient service.  Notwithstanding anything herein to the contrary, the Parties acknowledge and irrevocably agree that they will not, nor permit any of their Affiliates to, bring or support any action, cause of action, claim, cross-claim, third party claim or other kind of Proceeding of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Debt Financing (including any Alternative Financing), or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Debt Financing (including any Alternative Financing) or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, located in the Borough of Manhattan, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof), and that the provisions of Section 10.8(c) relating to the waiver of jury trial will apply to any such action, cause of action, claim, cross-claim, third party claim or other Proceeding.

(c)           EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ARISING OUT OF OR RELATING TO THE DEBT FINANCING (INCLUDING ANY ALTERNATIVE FINANCING) OR ANY OF THE AGREEMENTS DELIVERED IN CONNECTION THEREWITH OR TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCES.  EACH PARTY ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER.  THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER.  EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION 10.8(c).

(d)           The provisions of this Section 10.8 are not intended and will not be deemed to constitute a submission by Parent to the jurisdiction of any United States federal or state court or any other United States Governmental Authority, other than solely for purposes of any Proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (including any Proceedings initiated by the Indemnified Persons or holders of shares of Common Stock or Equity Rights to enforce their rights under this Agreement pursuant to Section 10.3).

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Section 10.9         Enforcement.  The Parties agree that a final judgment in any such Proceeding, whether it be for monetary damages, injunctive or equitable relief or specific performance, will be conclusive and may be enforced by the court referred to in Section 10.8 as well as in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided that nothing in the foregoing will restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.  The Parties acknowledge and agree that irreparable damage would occur in the event that any provision of this Agreement, including the exclusive dispute resolution provisions of Section 10.8, was not performed in accordance with its specific terms or was otherwise breached, and that monetary damages may be available for such breach, but that such damages would not be an adequate remedy therefor.  It is accordingly agreed that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement, including the exclusive dispute resolution provisions of Section 10.8, and to enforce specifically the performance of the terms and provisions hereof in any court referred to in Section 10.8, with or without proof of actual damages.  Each Party hereby waives any requirement for the securing or posting of any bond or other undertaking in connection with such remedy, and reserves its right to seek any other remedy to which they are entitled at Law or in equity.  The Parties further agree not to assert that equitable or injunctive relief or an order of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, and each Party further undertakes to comply with any such orders issued by the court referred to in Section 10.8, and not to assert in any other jurisdiction that such orders are not entitled to recognition and enforcement in the State of Delaware or under the Law of that other jurisdiction.

Section 10.10       No Recourse.  No Financing Source will have any liability for any obligations or liabilities of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any oral representations made or alleged to be made in connection with this Agreement.  Notwithstanding any provision of this Agreement, in no event will the Company or any of its stockholders, partners, members, Affiliates, directors, officers, employees, controlling persons and other Representatives, and the Company agrees not to and to cause its officers and directors not to, (a) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (b) seek to enforce the commitment against, make any claims for breach of the Debt Financing commitment against, or seek to recover monetary damages from, or otherwise sue, the Financing Sources for any reason, including in connection with the Debt Financing commitments or the obligations of the Financing Sources thereunder.  Nothing in this Section 10.10 will in any way limit or qualify the obligations or liabilities of the parties to the Debt Commitment Letter to each other in connection therewith.

Section 10.11       Counterparts; Effectiveness.  This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original but all of which will constitute one and the same instrument.  This Agreement will become effective when each Party has received counterparts signed and delivered (by facsimile or otherwise) by the other Parties.

[Signature page follows.]

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IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first above written.

Gebr. Knauf KG
By:	/s/ Alexander Knauf
Name:	Alexander Knauf
Title:	General Partner
By:	/s/ Manfred Grundke
Name:	Manfred Grundke
Title:	General Partner
World Cup Acquisition Corporation
By:	/s/ Jörg Schanow
Name:	Jörg Schanow
Title:	President
USG Corporation
By:	/s/ Jennifer F. Scanlon
Name:	Jennifer F. Scanlon
Title:	President and Chief Executive Officer

[Signature Page to Merger Agreement]

EX-10.1

Exhibit 10.1

Execution Version

COMMITMENT LETTER

To:Gebr. Knauf KG (the “Company 1”)

Am Bahnhof 7

97346 Iphofen

Federal Republic of Germany

and

World Cup Acquisition Corporation (the “Company 2”, together with Company 1 “the Companies”)

c/o Baker & McKenzie LLP
300 East Randolph Street
Chicago

Illinois 60601

United States of America

For the attention of: Martin Stürmer / Jörg Schanow

8 June 2018

Dear Sirs,

Commitment letter relating to a EUR 2,250,000,000 facility and a EUR 500,000,000 (or the equivalent in USD) revolving loan facility to Company 1 (together, the “German Facilities”) and an up to USD 800,000,000 term loan and a USD 858,500,000 backstop facility for Company 2 (together, the “USD Facilities” and together with the German Facilities, the “Facilities” and each a “Facility”)

You have advised us you intend to acquire, directly or indirectly, USG Corporation and to consummate the other transactions described in annex 1 hereto. Capitalized terms used but not defined herein have the meanings assigned to them in the appendices and annexes attached hereto.

We Commerzbank Aktiengesellschaft and UniCredit Bank AG (the “Mandated Lead Arrangers”), Commerzbank Aktiengesellschaft and UniCredit Bank AG (the “Bookrunners”), Commerzbank Aktiengesellschaft (or any of its Affiliates) and UniCredit Bank AG (or any of its Affiliates) (the “Underwriters”) are pleased to set out in this letter the terms and conditions on which we are willing to arrange, manage the Syndication of and underwrite the Facilities.

In this letter:

“Affiliate” means in relation to a person, a subsidiary or holding company of that person, a subsidiary of any such holding company and, where such term is used in paragraph 10 (No

Front-running) only, each of the directors, officers and employees of that person or of any such subsidiary or holding company (including any sales and trading teams).

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Frankfurt am Main, Germany and New York, New York, USA.

“close of Syndication” means the time the Bookrunners close Syndication under paragraphs 7.3 or 7.4.

“Closing Date” means the date of consummation of the Merger concurrently with the utilization of the Facilities.

“Closing Deliverables” means, subject to the Certain Funds Provisions, (i) the documents specified in Schedule 1 (Conditions Precedent) to the USD Facilities Term Sheet and (ii) the documents specified in Schedule 1 (Conditions Precedent) to the German Facilities Term Sheet.

“Commitment Documents” means this letter, the Term Sheets and any Fee Letter.

“Confidential Information” means all information relating to the Companies, any Obligor, the Group, the Target Group, the Facility Documents and/or the Facilities which is provided to a Mandated Lead Arranger, Bookrunner or Underwriter (the “Receiving Party”) in relation to the Facility Documents or Facilities by the Company, the Group or any of its affiliates or advisers (the “Providing Party”), in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(a)is or becomes public information other than as a direct or indirect result of any breach by the Receiving Party of a confidentiality agreement to which that Receiving Party is party; or

(b)is identified in writing at the time of delivery as non-confidential by the Providing Party; or

(c)is known by the Receiving Party before the date the information is disclosed to the Receiving Party by the Providing Party or is lawfully obtained by the Receiving Party after that date, from a source which is, as far as the Receiving Party is aware, unconnected with the Group or the Target Group and which, in either case, as far as the Receiving Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Facility Documents” means the facility agreements relating to any Facility and related documentation (based on the terms set out in the Term Sheets and this letter) in form and substance reasonably satisfactory to the Mandated Lead Arrangers, Bookrunners, Underwriters and Companies, in each case, subject to the Documentation Principles (as defined in each Term Sheet).

“Fee Letter” means any fee letter between any of the Mandated Lead Arrangers, the Bookrunners, the Underwriters, and/or the Agent on the one side and any of the Companies on the other side concluded in connection with any Facility.

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“Free to Trade Time” means the time the Bookrunners notify the Syndication Lenders of their final allocations in the Facility/ies.

“Germany” means the Federal Republic of Germany.

“Merger Agreement Material Adverse Effect” means a “Material Adverse Effect” as defined in the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger dated on or about the date hereof among Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany, World Cup Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Company 1, and USG Corporation, a Delaware corporation.

“Successful Syndication” means the Underwriters each reduce their participation in the Facilities to a final hold of not more than 20 per cent or any higher percentage to which the Underwriters agree.

“Syndication” means the primary syndication of each of the German Facilities and the USD Facilities.

“Syndication Lenders” means the parties participating as lenders in Syndication.

“Term Sheet” means each of the term sheet for the German Facilities attached to this letter as appendix 1 (the “German Facilities Term Sheet”) and for the USD Facilities attached to this letter as appendix 2 (the “USD Facilities Term Sheet”).

“Transaction” has the meaning given in annex 1 attached to this letter.

“Underwriting Proportion” means, in relation to an Underwriter, the underwriting proportion set out opposite its name in paragraph 3.1.

Unless a contrary indication appears, a term defined in any Commitment Document has the same meaning when used in this letter.

1.Appointment

1.1Each Company appoints:

(a)the Mandated Lead Arrangers as exclusive arrangers of the relevant Facility and as exclusive Bookrunners in connection with the Syndication of each  Facility;

(b)the Underwriters as exclusive underwriters of each Facility;

(c)UniCredit Bank AG as documentation agent in connection with the Facilities; and

(d)COMMERZBANK Finance & Covered Bond S.A. as facility agent and security agent in connection with the Facilities.

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1.2Until the obligations of the Mandated Lead Arrangers, Bookrunners and Underwriters under this letter terminate in accordance with paragraph 15 (Termination):

(a)no other person shall be appointed as mandated lead arranger, underwriter, bookrunner, documentation agent or facility agent;

(b)no other titles shall be awarded; and

(c)except as provided in the Commitment Documents, no other compensation shall be paid to any person,

in connection with the relevant Facility without the prior written consent of each of the Mandated Lead Arrangers.

2.Conditions

2.1The commitment to fund the Facilities on the Closing Date is subject solely to satisfaction of the following conditions:

(a)no Merger Agreement Material Adverse Effect has occurred and is continuing, provided that (i) any waiver of a Merger Agreement Material Adverse Effect by any of the Companies or (ii) any action or instruction having a similar effect by any of the Companies shall not be made without the prior written consent of the Underwriters and the Syndication Lenders;

(b)subject to the Certain Funds Provisions (as defined below), the Specified Merger Agreement Representations (as defined below) and Specified Representations (as defined below) will be true and correct in all material respects on the Closing Date, except to the extent such representations and warranties expressly relate 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);

(c)the preparation, execution and delivery of the Facility Documents by all the parties thereto; and

(d)the conditions precedent specifically set forth in Schedule 1 to the applicable Term Sheet; it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment Documents and the Facility Documents) other than as set forth in the foregoing paragraphs (a) through (d), and upon satisfaction (or waiver by the Underwriters) of such conditions, the initial funding under the Facilities will occur.

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2.2Notwithstanding the foregoing, each Mandated Lead Arranger and Underwriter hereby confirms that for the purpose of the relevant conditions precedent specifically set forth in Schedule 1 to the applicable Term Sheet that it has received and is satisfied with the following documents:

(i)Draft Merger Agreement received on 8 June 2018 at 4:05 PM CEST from Baker & McKenzie;

(ii)Structure chart of the Target Group (as defined in the USD Facilities Term Sheet);

(iii)the initial budget of the Target Group (as defined in the USD Facilities Term Sheet);

(iv)legal due diligence report (BM);

(v)tax due diligence report (EY);

(vi)the tax structuring strawman paper (EY);

(vii)the financial due diligence report (PWC); and

(viii)the fee letters.

2.3Notwithstanding anything in this letter (including paragraph 2.1 above), the other Commitment Documents, Facility Documents or any other agreement or other undertaking concerning the financing of the Transaction to the contrary, (a) the only representations and warranties that will be made on the Closing Date and the only representations and warranties the accuracy of which will be a condition to the initial availability of the Facilities on the Closing Date will be (i) such of the representations and warranties made with respect to the Target and its subsidiaries by the Target in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Syndication Lenders and the Underwriters in their capacities as lenders, but only to the extent that the Companies have the right to terminate (or decline to consummate), their obligations under the Merger Agreement as a result of a breach or inaccuracy of such representation in the Merger Agreement (the “Specified Merger Agreement Representations”) and (ii) the Specified Representations (as defined below), and (b) the terms of the Facility Documents and the Closing Deliverables will be in a form such that they do not impair the availability of the Facilities on the Closing Date if the conditions expressly set forth in paragraph 2.1 above are satisfied (or waived by the Underwriters and Syndication Lenders). For purposes hereof, “Specified Representations” means the representations and warranties of each Company as set forth in the applicable Facility Documents relating to organizational existence and status, organizational power and authority (only as to execution, delivery and performance of the applicable Facility Documents), the due authorization, execution, delivery and enforceability of the applicable Facility Documents, solvency on a consolidated basis as of the Closing Date after giving effect to the Transactions (in the form of a solvency certificate attached as Exhibit 1 to the USD Facilities Term Sheet), no conflicts of the applicable Facility Documents with charter or constitutional documents or applicable corporate law, compliance with Federal Reserve margin regulations, subject to the preceding provisions, and its

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compliance with regulations issued by OFAC, the PATRIOT Act, FCPA and the Investment Company Act (to the extent applicable to the relevant Company). This paragraph 2.3 and the provisions herein are referred to as the “Certain Funds Provisions”.

3.Underwriting Proportions

3.1The underwriting proportions of each of the Underwriters in respect of the Facilities are as follows:

(a) German Facilities:

Underwriter	Underwriting Proportion (%)	German Facilities	Amount
Commerzbank Aktiengesellschaft (or any of its Affiliates)	40.91	Term Loan	EUR	1,125,000,000
Commerzbank Aktiengesellschaft (or any of its Affiliates)	9.09	Revolving Facility	EUR	250,000,000
UniCredit Bank AG (or any of its Affiliates)	40.91	Term Loan	EUR	1,125,000,000
UniCredit Bank AG (or any of its Affiliates)	9.09	Revolving Facility	EUR	250,000,000
Total German Facilities	100		EUR	2,750,000,000

(b) USD Facilities:

Underwriter	Underwriting Proportion (%)	USD Facilities	Amount
Commerzbank Aktiengesellschaft (or any of its Affiliates)	24.12	Term Loan	USD	400,000,000
Commerzbank Aktiengesellschaft (or any of its Affiliates)	25.88	Backstop Facility	USD	429,250,000
UniCredit Bank AG (or any of its Affiliates)	24.12	Term Loan	USD	400,000,000

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Underwriter	Underwriting Proportion (%)	USD Facilities	Amount
UniCredit Bank AG (or any of its Affiliates)	25.88	Backstop Facility	USD	429,250,000
Total USD Facilities	100		USD	1,658,500,000

3.2Each Mandated Lead Arranger and Underwriter confirms that (i) it has obtained final credit approval for providing the above commitment, (ii) no further approval is required from any internal body and (iii) no further due diligence is required in respect of the Facilities.

3.3The obligations of the Mandated Lead Arrangers, Bookrunners and the Underwriters under the Commitment Documents are several.  No Mandated Lead Arranger is responsible for the obligations of the other Mandated Lead Arranger.  No Bookrunner is responsible for the obligations of the other Bookrunner. No Underwriter is responsible for the obligations of any other Underwriter and the failure of any Underwriter (or its assignee) to funds its portion of the Facilities shall not relieve any other person of its obligation to funds its portion of the Facilities.

4.Clear Market

4.1During the period from the date of this letter to the date, following close of Syndication, on which all the Syndication Lenders become party to the Facility Documents, the Companies shall not and shall ensure that none of their subsidiaries announce, enter into discussions to raise, raise or attempt to raise any other finance in the international or any relevant domestic syndicated loan market(s) (including, but not limited to, any bilateral or syndicated facility, bond or note issuance or private placement) without the prior written consent of each of the Mandated Lead Arrangers, each of the Bookrunners and each of the Underwriters.

4.2Paragraph 4.1 does not apply to:

(a)the Facilities;

(b)the renewal of any existing bilateral facility with the same lender, on substantially the same terms and for the same or a smaller amount;

(c)any new bilateral credit line facility with a single lender (by any of the Companies or their subsidiaries) the outstanding principal amount of which does not exceed in aggregate EUR 50,000,000 (or the equivalent in the relevant local currency); or

(d)any facility (whether bilateral or syndicated) for the refinancing of intra-group debt provided to Knauf Insulation Inc. up to a total amount of USD 175,000,000 (or the equivalent in other currencies).

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5.Fees, Costs and Expenses

5.1All fees shall be paid in accordance with the Fee Letters or as set out in the Term Sheets.

5.2Each Company shall promptly on demand pay the Agent, the Mandated Lead Arrangers, the Bookrunners and the Underwriters (the “Initial Finance Parties”) (taken as a whole) the amount of all reasonable, documented costs and expenses (including without limitation legal fees (but limited to reasonable, documented and invoiced legal fees of a single firm of counsel for all Initial Finance Parties, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Initial Finance Parties taken as a whole (and, in the case of an actual or perceived conflict of interest, where the Initial Finance Party affected by such conflict informs the Companies of such conflict and thereafter retains its own counsel, of another firm of counsel for each group of affected Initial Finance Parties similarly situated, taken as a whole)) reasonably incurred by the Initial Finance Parties (taken as a whole) in connection with:

(a)the negotiation, preparation, printing and execution of the Facility Documents and the Commitment Documents; and

(b)the Syndication (including Debtdomain costs),

whether or not the Facility Documents are signed.

6.Payments

All payments to be made under the Commitment Documents:

(a)shall be paid in the currency of invoice and in immediately available, freely transferable cleared funds to such account(s) with such bank(s) as the Mandated Lead Arrangers, the Agent, the Bookrunners or the Underwriters (as applicable) notify to the relevant Company;

(b)shall be paid without any deduction or withholding for or on account of tax other than a deduction required by FATCA (a “Tax Deduction”) unless a Tax Deduction is required by law.  If a Tax Deduction is required by law to be made, the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required; and

(c)are exclusive of any value added tax or similar charge (“VAT”).  If VAT is chargeable, the relevant Company shall also and at the same time pay to the recipient of the relevant payment an amount equal to the amount of the VAT (unless agreed otherwise in any Fee Letter).

7.Syndication

7.1The Bookrunners shall, in consultation with the relevant Company and the Underwriters, decide on the strategy to be adopted for Syndication (including timing and the selection of potential lenders) and the Bookrunners shall, unless otherwise

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stated in this letter, in consultation with the relevant Company, manage all other aspects of the Syndication; provided that the Mandated Lead Arrangers, the Bookrunners and the Underwriters will not syndicate, participate to or otherwise assign any of their respective commitments to any persons that are not identified in the white list provided by you in writing to the Mandated Lead Arrangers (the “White List”) on or prior to the date hereof (the “Disqualified Institutions”) and no Disqualified Institution may become a lender or have any commitment or right (including a participation right, but only to the extent that the lenders have received the White List prior to the execution of such participation right) with respect to any loans under the Facilities.

7.2Subject to any applicable confidentiality agreement between the Companies and the Bookrunners, the Companies authorise the Bookrunners to discuss the terms of the Facilities with, and to disclose those terms to, potential lenders to facilitate the Syndication.

7.3At any time after the Bookrunners have received sufficient commitments that (when reflected as participations in the Facilities) would result in a Successful Syndication, the Bookrunners may (after consulting with the Underwriters):

(a)close Syndication; and

(b)accept the commitments received and allocate resulting participations in the Facilities (in a way that will result in a Successful Syndication).

7.4If by 31 July 2018 the Bookrunners have not received sufficient commitments that (when reflected as participations in the Facilities) would result in a Successful Syndication, the Bookrunners may propose to the Underwriters that the Bookrunners close Syndication, accept the commitments received and allocate resulting participations in the Facilities.

Following that proposal, the Underwriters may either:

(a)instruct the Bookrunners:

(i)to close Syndication; and

(ii)to accept any commitments received and to allocate resulting participations in the Facilities as directed, in each case, by the Underwriters; or

(b)instruct the Bookrunners to continue the Syndication,

and, in each case, the Bookrunners shall comply with those instructions.

7.5The Bookrunners may not close Syndication, accept commitments received or allocate participations in the Facilities other than in accordance with either of paragraph 7.3 or 7.4.

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7.6Each Company shall give any assistance which the Mandated Lead Arrangers reasonably require in relation to Syndication including, but not limited to:

(a)the preparation, with the assistance of the Mandated Lead Arrangers, of an information memorandum containing all relevant information (including projections) including, but not limited to, information about the Companies  and how the proceeds of the Facilities will be applied (the “Information Memorandum”).  Each Company shall approve the Information Memorandum before the Mandated Lead Arrangers distribute it to potential lenders on behalf of the Companies;

(b)providing any information reasonably requested by the Mandated Lead Arrangers or potential lenders in connection with Syndication;

(c)making available the senior management and representatives of each Company for the purposes of giving presentations to, and participating in meetings with, potential lenders at such times and places as the Mandated Lead Arrangers may reasonably request;

(d)using best efforts to ensure that Syndication benefits from the Companies’ existing lending relationships;

(e)agreeing to such shorter Interest Periods during the Syndication process as are necessary for the purposes of Syndication; and

(f)entering into a syndication agreement in a form to be agreed between the Mandated Lead Arrangers, the relevant Syndication Lenders and each Company.

7.7Without limiting the Companies’ obligations to assist with syndication efforts as set forth herein prior to the close of Syndication, the Underwriters agree that their commitments hereunder are not conditioned upon the Syndication of, or receipt of commitments in respect of, the Facilities and in no event will the commencement of the Syndication or the Successful Syndication of the Facilities constitute a condition to the availability of the Facilities on the Closing Date.

8.Information

8.1Each Company represents and warrants that:

(a)subject to clause (c) below, the factual information provided to the Mandated Lead Arrangers or the Bookrunners by or on behalf of it (including for the purposes of preparing the Information Memorandum) (the “Information”), taken as a whole and in light of the circumstances in which provided, is true and accurate in all material respects as at the date it is provided or as at the date (if any) at which it is stated;

(b)subject to clause (c) below, nothing has occurred or been omitted and no information has been given or withheld that results in the Information being untrue or misleading in any material respect; and

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(c)any financial projections contained in the Information have been prepared in good faith on the basis of recent historical information and on the basis of reasonable assumptions, it being understood by the Mandated Lead Arrangers, the Bookrunners and the Underwriters that (i) any financial projections are merely a prediction as to future events and are not to be viewed as facts, (ii) any financial projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Companies, (iii) no assurance can be given that any particular projections will be realized and (iv) actual results may differ and such differences may be material.

8.2Each Company shall immediately notify the Mandated Lead Arrangers and the Bookrunners in writing if, at any time prior to the later of the Closing Date and the close of Syndication, any representation and warranty set out in paragraph 8.1 is incorrect or misleading in any material respect and agrees to (or, prior to the Closing Date, with respect to any such Information relating to USG Corporation, its subsidiaries or their respective operations or assets, use its commercially reasonable efforts to cause USG Corporation to) supplement the Information (other than the financial projections) promptly from time to time to ensure that each such representation and warranty is true and correct in all material respects under those circumstances.

8.3Each Company acknowledges that the Mandated Lead Arrangers, the Bookrunners and the Underwriters will be relying on the Information without carrying out any independent verification. Notwithstanding the foregoing, the Underwriters agree that their commitments hereunder are not conditioned upon or subject to the accuracy of the representation set forth in this paragraph 8, and notwithstanding anything to the contrary contained in this paragraph 8 but, however, subject to the Certain Funds Provisions the accuracy of such representations will not constitute a condition to the availability of the Facilities on the Closing Date.

9.Indemnity

9.1

(a)Whether or not the Facility Documents are signed, each Company shall within five Business Days of demand indemnify each Indemnified Person against any cost, expense, loss or liability (including without limitation reasonable, documented and invoiced legal fees) incurred by or awarded against that Indemnified Person in each case arising out of or in connection with any action, claim, investigation or proceeding commenced or threatened (including, without limitation, any action, claim, investigation or proceeding to preserve or enforce rights) (limited to reasonable and documented legal fees of a single firm of counsel for all Indemnified Persons, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Persons taken as a whole (and, in the case of an actual or perceived conflict of interest, where the Indemnified Person affected by such conflict informs the Companies of such conflict and thereafter retains its own counsel, of another firm of counsel for each group of affected Indemnified Persons similarly situated, taken as a whole)) in relation to:

(i)the use of the proceeds of the Facilities;

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(ii)any Commitment Document or any Facility Document; and/or

(iii)the arranging or underwriting of the Facilities.

(b)The Companies will not be liable under paragraph (a) above for any cost, expense, loss or liability (including without limitation legal fees) incurred by or awarded against an Indemnified Person to the extent that such cost, expense, loss or liability (i) has been determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (x) any breach by that Indemnified Person or that Indemnified Person’s affiliates of any Commitment Document or any Facility Document or (y) gross negligence or wilful misconduct of that Indemnified Person or any of that Indemnified Person’s Affiliates or controlling persons or any of the officers, directors, employees, agents, partners, advisors or other representatives, advisors, or members or other equity holders of any of the foregoing or (ii) relates to any action, claim, investigation or proceeding between or among Indemnified Persons other than claims against the Mandated Lead Arrangers, the Bookrunners or the Underwriters or their respective affiliates, in each case, in their capacities or in fulfilling their roles as the agent or arranger or any other similar role under the Facilities (excluding their roles as lenders) to the extent such persons are otherwise entitled to indemnification under this paragraph 9.

(c)For the purposes of this paragraph 9:

“Indemnified Person” means each Mandated Lead Arranger, each Bookrunner, the Agent and each Underwriter (also in its capacity as lender), in each case, any of their respective Affiliates and each of their (or their respective Affiliates’) respective directors, officers, employees and agents.

9.2No Mandated Lead Arranger, Bookrunner or Underwriter has any duty or obligation, whether as fiduciary for any Indemnified Person or otherwise, to recover any payment made or required to be made under paragraph 9.1.

9.3

(a)Each Company agrees that no Indemnified Person has any liability (whether direct or indirect, in contract or tort or otherwise) to that Company or any of its Affiliates for or in connection with anything referred to in paragraph 9.1 above except, following the relevant Company’s agreement to the Commitment Documents, for any such cost, expense, loss or liability incurred by the Company that results from any breach by that Indemnified Person of any Commitment Document or any Facility Document which is in each case finally judicially determined to have resulted from the gross negligence or wilful misconduct of that Indemnified Person.

(b)Notwithstanding paragraph (a) above, no Indemnified Person shall be responsible or have any liability to a Company or any of its Affiliates or anyone else for consequential losses or damages.

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(c)The Company represents to the Mandated Lead Arrangers, the Bookrunners and Underwriters that:

(i)it is acting for its own account and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary;

(ii)it is not relying on any communication (written or oral) from any or all of the Mandated Lead Arrangers, the Bookrunners or Underwriters as investment advice or as a recommendation to enter into the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction.  No communication (written or oral) received from any or all of the Mandated Lead Arrangers, Bookrunners or Underwriters shall be deemed to be an assurance or guarantee as to the expected results of the Transaction;

(iii)it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction.  It is also capable of assuming, and assumes, the risks of the Transaction; and

(iv)no Mandated Lead Arranger, Bookrunner or Underwriter is acting as a fiduciary for it in connection with the Transaction.

10.No Front-running

Each of the Mandated Lead Arrangers, Bookrunners and Underwriters agrees and acknowledges that:

(a)it shall not, and shall procure that none of its Affiliates shall, engage in any Front Running;

(b)if it or any of its Affiliates engages in any Front Running, the other Mandated Lead Arrangers, Bookrunners and Underwriters may suffer loss or damage and its position in future financings with the other Mandated Lead Arrangers, Bookrunners and Underwriters and the Company may be prejudiced;

(c)if it or any of its Affiliates engages in any Front Running the other Mandated Lead Arrangers, Bookrunners and Underwriters retain the right not to allocate to it a participation under the Facilities;

(d)it confirms that neither it nor any of its Affiliates has engaged in any Front Running.

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For the purposes of this paragraph 10:

a “Facility Interest” means a legal, beneficial or economic interest acquired or to be acquired expressly and specifically in or in relation to the Facility/ies, whether as initial lender or by way of assignment, transfer, novation, sub-participation (whether disclosed, undisclosed, risk or funded) or any other similar method;

“Front Running” means undertaking any of the following activities prior to the Free to Trade Time which is intended to or is reasonably likely to encourage any person to take a Facility Interest except as a Syndication Lender:

(a)communication with any person or the disclosure of any information to any person in relation to a Facility Interest; or

(b)making a price (whether firm or indicative) with a view to buying or selling a Facility Interest; or

(c)entering into (or agreeing to enter into) any agreement, option or other arrangement, whether legally binding or not, giving rise to the assumption of any risk or participation in any exposure in relation to a Facility Interest,

excluding where any of the foregoing is:

(i)made to or entered into with an Affiliate;

(ii)an act of a Mandated Lead Arranger (or its Affiliate), a Bookrunner (or its Affiliate) or Underwriter (or its Affiliate) who is operating on the public side of an information barrier unless such person is acting on the instructions of a person who has received Confidential Information and is aware of the proposed Facility/ies; or

(iii)made to or entered into with another Mandated Lead Arranger (or its Affiliate), another Bookrunner (or its Affiliate) or another Underwriter (or its Affiliate) in connection with the facilitation of either Syndication or initial drawdown under the Facility/ies.

“Target Group” means the Target and its subsidiaries.

This paragraph 10 is for the benefit of the Mandated Lead Arrangers, the Bookrunners and Underwriters only.

11.Confidentiality

The Mandated Lead Arrangers, the Bookrunners and Underwriters and the Companies acknowledge that the Commitment Documents and the Confidential Information are confidential and that neither the Companies (solely in the case of the Commitment Documents) nor the Mandated Lead Arrangers, the Bookrunners and Underwriters shall, without the prior written consent (such consent not to be unreasonably withheld or delayed) of the respective other party, disclose the Commitment Documents, their contents or the Confidential Information to any other person except:

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(a)disclosure by the Companies of the Commitment Documents (other than the Fee Letters) and their contents to USG Corporation and its advisors;

(b)disclosure by the Mandated Lead Arrangers and the Companies to rating agencies;

(c)as required by law or by any applicable governmental or other regulatory authority or by any applicable stock exchange;

(d)to its employees or professional advisers for the purposes of the Facilities who have been made aware of and agree to be bound by the obligations under this paragraph or are in any event subject to confidentiality obligations as a matter of law or professional practice; and

(e)(i) a redacted version of the Fee Letters may be disclosed to USG Corporation  and its employees or professional advisers for the purposes of the Facilities on a confidential basis (with the only redactions relating to fee amounts and no such redactions relating to conditionality) and (ii) the aggregate fee amounts contained in the Fee Letters as part of pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts and related to the Transactions to the extent customary.

Notwithstanding the above, the Mandated Lead Arranger, the Bookrunners and Underwriters may disclose the Term Sheet and the Confidential Information to (a) its Affiliates (on a need to know basis), and (b) potential lenders within Syndication upon receipt of a confidentiality undertaking from such potential lender substantially in the then current recommended form of the Loan Market Association.

12.Publicity/Announcements

12.1All publicity in connection with the Facilities shall be managed by the Mandated Lead Arrangers and the Companies.

12.2No announcements regarding the Facilities or any roles as arranger, underwriter, bookrunner, lender or agent shall be made without the prior written consent of the Companies.

12.3Notwithstanding paragraph 12.2 above, the Mandated Lead Arrangers may use certain details of the transaction for league table and marketing purposes without the consent of the Companies (but limited to  the volume, signing date, tranches, tenor, bank names and roles, as well as the use of the Companies’ logos for electronic marketing tombstones).

13.Conflicts

13.1Each Company and each Mandated Lead Arranger, Bookrunner and Underwriter acknowledges that the Mandated Lead Arrangers or their Affiliates, the Bookrunners or their Affiliates and the Underwriters or their Affiliates may provide debt financing, equity capital or other services to other persons with whom the Company or its Affiliates may have conflicting interests in respect of the Facilities in this or other transactions.

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13.2Each Company and each Mandated Lead Arranger, Bookrunner and Underwriter acknowledges that the Mandated Lead Arrangers or their Affiliates, the Bookrunners or their Affiliates and the Underwriters or their Affiliates may act in more than one capacity in relation to this transaction and may have conflicting interests in respect of such different capacities.

13.3The Mandated Lead Arrangers, Bookrunners and Underwriters shall not use (and shall obtain the agreement of any of its assignees or potential assignees to not use) Confidential Information obtained from the Companies or their Affiliates for the purposes of the Facilities in connection with providing services to other persons or furnish such information to such other persons or disclose or use such Confidential Information in violation of any applicable law.

13.4Each Company acknowledges that the Mandated Lead Arrangers, Bookrunners and Underwriters have no obligation to use any information obtained from another source for the purposes of the Facilities or to furnish such information to the Company or its Affiliates.

14.Assignments

Neither the Companies nor the Mandated Lead Arrangers, the Bookrunners and Underwriters shall assign any of its rights or transfer any of its rights or obligations under the Commitment Documents without the prior written consent of the Companies and the other Mandated Lead Arrangers, the Bookrunners and Underwriters.

15.Termination

15.1In the event that the Closing Date does not occur on or before 5:00 p.m., New York City time, on 1 September 2019 (or such earlier date on which the Merger Agreement is terminated by the Companies in accordance with its terms and the Companies publicly announce their intention not to proceed with the Acquisition), then this letter, the Term Sheets and the commitments hereunder and thereunder of the Mandated Lead Arrangers, the Bookrunners and the Underwriters shall automatically terminate without further action or notice and without further obligation to the Companies unless the Mandated Lead Arrangers, the Bookrunners and the Underwriters may agree, in their discretion, to an extension.

16.Survival

16.1Except for paragraphs 2 (Conditions), 3 (Underwriting Proportions) and 15 (Termination) the terms of this letter shall survive and continue after the Facility Documents are signed.

16.2Without prejudice to paragraph 16.1, paragraphs 5 (Fees, Costs and Expenses), 6 (Payments), 9 (Indemnity), 11 (Confidentiality), 12 (Publicity/Announcements), 13 (Conflicts) and 15 (Termination) to 19 (Miscellaneous) inclusive shall survive and continue after any termination of the obligations of any Mandated Lead Arranger, Bookrunner or Underwriter under the Commitment Documents provided that the provisions under paragraphs 5 (Fees, Costs and Expenses) and paragraph 11

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(Confidentiality) shall only survive and continue after the Facility Documents are signed to the extent such provisions are not contained therein.

17.Entire Agreement

17.1The Commitment Documents set out the entire agreement between the Companies and the Mandated Lead Arrangers, the Bookrunners and the Underwriters as to arranging, managing the primary syndication of and underwriting the Facilities and supersede any prior oral and/or written understandings or arrangements relating to the Facilities.

17.2If, at any time, any provision of any of the Commitment Documents is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of that Commitment Document nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction will in any way be affected or impacted.

17.3Any provision of a Commitment Document, including this paragraph 17.3, may only be amended or waived in writing signed by the Companies and each of the Mandated Lead Arrangers, Bookrunners and Underwriters.

18.Counterparts

This letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

19.Miscellaneous

19.1The parties to this letter agree that for reasons of technical practicality, electronic communication may be sent in unencrypted form, even if the content may be subject to confidentiality and banking secrecy.

19.2The parties to this letter agree that should at any time, any provisions of this letter be or become void (nichtig), invalid or due to any reason ineffective (unwirksam) this will indisputably (unwiderlegbar) not affect the validity or effectiveness of the remaining provisions and this letter will remain valid and effective, save for the void, invalid or ineffective provisions, without any party having to argue (darlegen) and prove (beweisen) the parties intent to uphold this letter even without the void, invalid or ineffective provisions. The void, invalid or ineffective provision shall be deemed replaced by such valid and effective provision that in legal and economic terms comes closest to what the parties intended or would have intended in accordance with the purpose of this letter if they had considered the point at the time of conclusion of this letter. In the event of any unintended omission or unintended gap (Regelungslücke), a provision shall be deemed agreed upon, which the parties would have agreed upon if the issue had been considered from the outset.

19.3This letter (including the agreement constituted by your acknowledgement of its terms) and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this letter) are governed by German law.

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19.4The courts of Frankfurt am Main, Germany have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this letter (including a dispute relating to any non-contractual obligation arising out of or in connection with either this letter or the negotiation of the transaction contemplated by this letter).

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Yours faithfully

For and on behalf of

Commerzbank Aktiengesellschaft as Mandated Lead Arranger

/s/ Michael Stark	/s/ J. Huber
Name: Michael Stark	Name: J. Huber
Title: Managing Director	Title: Director

For and on behalf of

UniCredit Bank AG as Mandated Lead Arranger

/s/ Stefan C. Koller	/s/ Markus Wiegand
Name: Stefan C. Koller	Name: Markus Wiegand
Title: Managing Director	Title: Director

For and on behalf of

Commerzbank Aktiengesellschaft as Bookrunner

/s/ Jona Scheulen	/s/ Christian Müller
Name:Jona Scheulen	Name: Christian Müller
Title: AVP	Title: Director

For and on behalf of

UniCredit Bank AG as Bookrunner

/s/ Stefan C. Koller	/s/ Markus Wiegand
Name: Stefan C. Koller	Name: Markus Wiegand
Title: Managing Director	Title: Director

[Project Worldcup — signature pages — Commitment Letter]

For and on behalf of

Commerzbank Aktiengesellschaft as Underwriter

/s/ Jona Scheulen	/s/ Christian Müller
Name: Jona Scheulen	Name: Christian Müller
Title: AVP	Title: Director

For and on behalf of

UniCredit Bank AG as Underwriter

\s\ Stefan C. Koller	\s\ Markus Wiegand
Name: Stefan C. Koller	Name: Markus Wiegand
Title: Managing Director	Title: Director

[Project Worldcup — signature pages — Commitment Letter]

We acknowledge and agree to the above:

For and on behalf of

Gebr. Knauf KG

/s/ Martin Stürmer	/s/ Jörg Schanow
Name: Martin Stürmer	Name: Jörg Schanow
Title: Authorized Signatory	Title: Authorized Signatory

For and on behalf of

World Cup Acquisition Corporation

/s/ Jörg Schanow
Name: Jörg Schanow	Name:
Title: Director	Title:

[Project Worldcup — signature pages — Commitment Letter]

Annex 1

Transaction Description

The Companies intend to acquire (the “Acquisition”) all issued and outstanding capital stock of USG Corporation (the “Target”), pursuant to the Merger Agreement. In connection with the Acquisition, (a) Company 1 will obtain the German Facilities to capitalise Company 2, (b) Company 2 will obtain the USD Facilities, (c) Company 2 will merge with and into the Target (the “Merger”) and, from and after the effectiveness of the merger referred to above, the Target will assume all obligations of Company 2, including the obligations of Company 2 to repay the USD Facilities, (d) the holders of certain existing indebtedness of the Target outstanding as of the Closing Date under  4.875% senior notes due 2027 issued by the Target and/or the existing 5.50% senior notes due 2025 issued by the Target (the “Existing Bond Debt”) may elect to put such Existing Bond Debt to the Target pursuant to a change of control redemption election following the Acquisition, and in such event the Underwriters will lend up to USD 858,500,000 under the backstop facility to finance such redemptions and (e) fees and expenses incurred in connection with the foregoing (the “Transaction Costs”) will be paid. The transactions described in this paragraph are collectively referred to herein as the “Transaction”.

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APPENDIX 1

German Facilities Term Sheet

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GERMAN FACILITIES TERM SHEET

EUR 2,750,000,000 FACILITIES FOR GEBR. KNAUF KG

The provision of the Facilities is subject to the terms and conditions of the Commitment Letter and satisfactory documentation.

8 June 2018

COMMERZBANK AKTIENGESELLSCHAFT AND UNICREDIT BANK AG

PARTIES

Company:	Gebr. Knauf KG.
Borrower:	The Company.
Guarantors:	Knauf International GmbH and Knauf Gips KG subject to German law limitation language for up-stream and cross-stream guarantees to the extent the guarantee is granted by an entity incorporated in Germany in the legal form of a GmbH or GmbH & Co KG.
Mandated Lead Arrangers, Bookrunners and Underwriters:	Commerzbank Aktiengesellschaft (or any of its affiliates) and UniCredit Bank AG (or any of its affiliates).
Documentation Agent:	UniCredit Bank AG.
Lenders:	As selected by the Mandated Lead Arrangers in consultation with the Company.
Agent:	COMMERZBANK Finance & Covered Bond S.A..
Obligors:	The Borrower and the Guarantors.
Additional Obligors:	A mechanism will be included in the Agreement to enable any Subsidiary of the Company which has been approved by all of the Lenders to accede as borrower and/or guarantor. A mechanism will also be included to enable Borrowers and Guarantors to resign with the consent of all the Lenders.
Group:	The Company and all its Subsidiaries (for the avoidance of

	doubt, excluding the JVs).
Subsidiary:	A subsidiary within the meaning of sections 15 to 17 of the German Stock Corporation Act (Aktiengesetz) or a subsidiary (Tochterunternehmen) within the meaning of section 290 HGB.
JVs:	The existing joint ventures USG Boral Building Products Pte. Limited (Singapore) between USG Netherlands Global Holdings B.V. and Boral International Pty Limited (Australia) and USG Boral Building Products Pty. Limited between USG Netherlands Global Holdings B.V. and Boral Building Materials Pty Limited.

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EUR 2,250,000,000 TERM LOAN FACILITY (“Facility A”)

Facility:	Term Loan Facility.
Amount:	EUR 2,250,000,000.
Termination Date:	4 years after the earlier of (i) the date of the first utilisation under Facility A and (ii) 30 September 2018.
Purpose:	Capitalisation of World Cup Acquisistion Corporation (“Bidco”), a wholly-owned indirect subsidiary of the Company for the purpose of Bidco to be able to make an acquisition offer for the purchase of shares in USG Corporation (the “Target”) (the “Acquisition”).
Availability Period:	From the date of signing of the Agreement (the “Signing Date”) to 1 September 2019.
Minimum Amount of each Loan:	EUR 10,000,000.
Maximum Number of Loans:	No more than 3 Loans may be outstanding.
Repayment:	In the following instalments:
	Date	Amount (Percentage of Utilisation on the Closing Date)
	31 December 2019	25	%
	31 December 2020	25	%
	31 December 2021	25	%
	Termination Date	the remainder
	provided that the repayment amount shall be reduced by any preceding voluntary prepayments during the relevant calendar year. For the avoidance of doubt, if voluntary prepayments in the amount of 25% or more of the Utilisation on the Closing Date have been made during a calendar year, no mandatory repayment will be due at year end.
Voluntary Prepayment:	Loans may be prepaid after the last day of the Availability Period in whole or in part on five Business Days’ prior notice (but, if in part, by a minimum of EUR 10,000,000).  Any prepayment shall be made with accrued interest on the amount prepaid and, subject to breakage costs, without premium or penalty.
	Any amount prepaid may not be redrawn.

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EUR 500,000,000 (or the equivalent in USD) REVOLVING
LOAN FACILITY (“Facility B”)

Facility:	Revolving Loan Facility which may be utilised by way of drawing of loans and Ancillary Facilities.
Amount:	EUR 500,000,000 (or the equivalent in USD)
Termination Date:	3 years after the earlier of (i) the date of the first utilisation under Facility B and (ii) 30 September 2018.
Purpose:	General corporate purposes (and with regard to the Ancillary Facilities, the repayment of the Target’s Fifth Amended and Restated Credit Agreement dated as of May 1, 2017, as amended, with the lenders that are parties thereto and JPMorgan Chase Bank, N.A., as administrative agent and Canadian administrative agent (the “Target Credit Agreement”), including the cash collateralization of any letters of credit issued under the Target Credit Agreement).
Availability Period:	From the Signing Date to the date falling one month prior to the Termination Date.
Minimum Amount of each Loan:	EUR 1,000,000 or USD 1,000,000, if applicable.
Maximum Number of Loans/Utilisations:	No more than 20 Loans may be outstanding.
Repayment:	Each Loan shall be repaid on the last day of its Interest Period.
Voluntary Prepayment:	Loans may be prepaid in whole or in part on five Business Days’ prior notice (but, if in part, by a minimum of EUR 1,000,000 or USD 1,000,000, if applicable). Any prepayment shall be made with accrued interest on the amount prepaid and, subject to breakage costs, without premium or penalty.
Ancillary Facilities:	(a)One or several Ancillary Facilities will be made available by: (i) prior or/on the Closing Date: the Lenders or Affiliates of the Lenders on a pro rata basis (as part of the Lenders’ participation in the Facility B in the same proportion as their participations in Facility B) (the “Closing Date Ancillary Facilities”); and (ii) after the Closing Date: a consenting Lender or an Affiliate of a Lender (as all or part of that Lender’s participation in the Facility B),

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	in each case, to the Borrower, the Target, CGC, Inc. or any other subsidiary of the Target which is a borrower under the Target Credit Agreement.
	(b)Ancillary Facilities may consist of overdraft, guarantee, bonding, documentary or stand-by letter of credit, short term loan, derivatives or foreign exchange facilities or any other facility or accommodation agreed between the Company and the relevant Lender(s).
Maximum Ancillary Commitments:	The maximum aggregate amount of Ancillary Commitments shall not exceed the EUR equivalent of USD 220,000,000, provided that the Closing Date Ancillary Facilities may only be utilised up to an amount which is required to fully discharge the amount of any outstanding indebtedness (including any outstanding letters of credit) under the Target Credit Agreement on the Closing Date.

PRICING

Underwriting Fee:	As set out in a separate fee letter.
Participation Fee:	As set out in a separate fee letter.
Agency Fee:	As set out in a separate fee letter.
Utilisation Fee for Facility B only:	Increase of the applicable Margin by: 5 bps if less than 33% utilised 10 bps if 33% to 67% utilised 20 bps if more than 67% utilised
Commitment Fee/ Ticking Fee (for both Facilities):	In relation to Facility A: 0 per cent. per annum on the applicable Margin in the first two months from the earlier of (i) the date falling six weeks after the signing of the Commitment Letter and (ii) the Signing Date (the “Commitment Fee Starting Date”); 10 per cent. per annum on the applicable Margin in the third month from the Commitment Fee Starting Date; 20 per cent. per annum on the applicable Margin in the fourth month to and including the sixth month from the Commitment Fee Starting Date; 30 per cent. per annum after the sixth month from the

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Commitment Fee Starting Date. In relation to Facility B: 0 per cent. per annum in the first two months from the Commitment Fee Starting Date; 10 per cent. per annum in the third month from Commitment Fee Starting Date; 20 per cent. per annum in the fourth month to and including the sixth month from the Commitment Fee Starting Date, provided that after the earlier of (i) the day of the first utilisation under Facility B and (ii) the date which is six months after the Commitment Fee Starting Date the commitment fee shall be 35 per cent. per annum, in each case on the unused and uncancelled amount of the applicable Facility for the applicable Availability Period. Accrued commitment fee is payable quarterly in arrear during the relevant Availability Period, on the last day of the relevant Availability Period and, if cancelled in full, on the cancelled amount of any Facility at the time a full cancellation is effective.

Margin:

Facility A:42.5 bps per annum; Facility B:35 bps per annum, subject to the Margin Grid below for the relevant Net Debt to EBITDA ratio on a pro forma consolidated basis of the Group (including the Target group). Adjustments of the Margin according to the below Margin Grid will be done on a quarterly basis based on the preceding 12 months period. While an Event of Default is continuing, the Margin for each Facility A and Facility B shall be the highest rate set out below for a Loan under that Facility. For the purpose of the Margin Grid: “EBITDA” means: revenues ./. decrease, + increase in finished and unfinished products and services + other capitalized own work

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	+ other operating income ./. cost of materials cost of raw materials, supplies and trading stock cost of purchased services ./. personnel expenses wages and salaries social security, pension and other benefit costs ./. other operating expenses. “Financial Debt” means ·moneys borrowed and debit balances at banks or other financial institutions; ·any acceptances under any acceptance credit or bill discount facility (or dematerialised equivalent); ·any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument. ·any finance lease; and ·receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis). “Net Debt” means Financial Debt less cash and cash equivalents (including short-term securities).
Margin Grid Facility A:	>3x	122.5 bps
	2.5-<3x	92.5 bps
	2 – <2.5x	72.5 bps
	1.5-<2x	57.5 bps
	1-<1.5x	42.5 bps
	0.5-<1x	37.5 bps
	<0.5x	32.5 bps
Margin Grid Facility B:	>3x	105 bps

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	2.5-<3x	85 bps
	2-<2.5x	65 bps
	1.5-<2x	50 bps
	1-<1.5x	35 bps
	0.5-<1x	30 bps
	<0.5x	25 bps
	For drawings in USD an increase of 20 bps will apply across the grid for Facility B.
Interest Periods for Loans:	3 or 6 months for Facility A and 1, 2, 3 or 6 months for Facility B, or, in each case, any other period agreed between the Company, the Agent and the Lenders (in relation to the relevant Loan).
Interest on Loans:	The aggregate of the applicable:
	(a)Margin; and
	(b)interest rate.
Interest rate:	EURIBOR (or LIBOR for Facility B, if applicable (or, once LIBOR is no longer available) its successor rate, as agreed upon between the parties)) set by reference to Thomson Reuters (and, if necessary, the use of linear interpolation) or, if not available, by reference to specified fallbacks and if the rate is less than zero, it shall be deemed to be zero.
Payment of Interest on Loans:	Interest is payable on the last day of each Interest Period (and, in the case of Interest Periods of longer than six months, on the dates falling at six-monthly intervals after the first day of the Interest Period).
Default interest:	In case of payment default, 1.00 per cent. per annum above the highest Margin.

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OTHER TERMS

Documentation:	The Facilities will be made available under a facilities agreement (the “Agreement” and together with all related fee letters and any other “Finance Documents” defined in the Agreement, the “Finance Documents”) based on the current recommended form of the German law investment grade syndicated facility agreement of the LMA and otherwise in form and substance satisfactory to the Mandated Lead Arrangers (the “Documentation Principles”).
Prepayment and Cancellation:	As of the Signing Date: (a)Illegality A Lender may cancel its commitment and require prepayment of its share of the Loans.
	(b)Change of Control If members of the Knauf Family cease to directly or indirectly control the Company (it being understood and agreed that control can be exercised directly by one or several members of the Knauf Family and/or indirectly (for example via holding companies (Beteiligungsgesellschaften) or trusts (Stiftungen)):
	(1)a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and
	(2)a Lender may by not less than 60 days’ notice cancel its commitments and require immediate repayment of all its participations in any Loans.
	“control” means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise.
	“Knauf Family” means each of Alfons and Karl Knauf and their respective spouses and their descendants, from time to time.
	Following the initial Utilisations on the Closing Date:
	(c)Increased Costs, Tax Gross Up and Tax Indemnity The Company may cancel the commitment of and

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	prepay any Lender that makes a claim under these provisions.
	(d)Voluntary Cancellation The Company may, on not less than five Business Days’ prior notice, cancel the whole or any part (being a minimum of EUR 10,000,000) of an Available Facility.
Mandatory Prepayment:	(a)Proceeds from the sale of Target shares
	(b)Proceeds from the unwinding of the Acquisition
Representations:	Subject to the Certain Funds Provisions, each Obligor will make each of the following representations on the Signing Date and in the case of those representations marked with an asterisk (*) on the date of each Utilisation Request and the first day of each Interest Period:
	(a)status*
	(b)binding obligations (subject to legal reservations)*
	(c)non conflict with other obligations*
	(d)power and authority*
	(e)validity and admissibility in evidence of the Finance Documents (subject to legal reservations)*
	(f)governing law and enforcement (subject to legal reservations)*
	(g)no deduction of tax
	(h)no filing or stamp taxes
	(i)no Event of Default and no default under other documents which has or is reasonably likely to have a Material Adverse Effect*
	(j)no misleading information*
	(k)financial statements (repeating with respect to its most recent financial statements only)
	(l)pari passu ranking*
	(m)no proceedings
	(n)no insolvency with respect to itself and any of its Material Subsidiaries.

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	“Material Subsidiary” means a Subsidiary of an Obligor that comprises more than 2.5% of the revenues or EBITDA of the Group.
Information Undertakings:	The Company shall supply each of the following:
	(a)as soon as they become available, but in any event within 210 days of the end of its financial years its audited consolidated financial statements together with the unconsolidated financial statements (audited if available or required by law to be prepared) of each Obligor and a consolidated pro forma cash flow calculation;
	(b)as soon as they become available, but in any event within 60 days of the end of each of its financial quarter its consolidated quarterly management reports (consisting of P&L, and B/S and including a calculation of the relevant Net Debt to EBITDA Ratio for the preceding 12 months period);
	(c)before its financial year end, a budget for the following financial year;
	(d)all documents dispatched by the Company to its creditors generally (or any class of them);
	(e)details of any material litigation, arbitration or administrative proceedings or any material judgment, which, if adversely determined, is likely to have a Material Adverse Effect; and
	(f)such other information as any Finance Party (through the Agent) may reasonably request (i)that is required by that Finance Party in order to comply with any applicable laws or regulations; and
	(ii)following a Default which is continuing regarding the financial condition, assets and operations of the Group.
	The Company shall promptly notify the Agent of any Default. Customary undertakings relating to the provision by the Obligors of information for any “know your customer” checks required to be carried out by the Agent and the Lenders shall be included in the Agreement.

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	The Company may satisfy its obligations to deliver information to those Lenders who agree by posting such information onto an electronic website.
General Undertakings:	The following undertakings (subject to such qualifications and exceptions as may be agreed) will be included in respect of the entities listed next to the respective undertakings:
	(a) authorisations (each Obligor)
	(b)compliance with laws (each Obligor, Material Subsidiaries)
	(c)negative pledge subject to agreed exceptions and appropriate basket amounts (each Obligor, other members of the Group)
	(d)restriction on disposals subject to agreed exceptions (including, but not limited to, any disposal of the JVs as a result of the Acquisition and a potential disposal of Knauf Insulation Inc. by way of a merger with any member of the Target Group) and appropriate basket amounts (each Obligor, other members of the Group)
	(e)restriction on merger (exemptions will, inter alia, require that the Company will be the surviving entity) (each Obligor)
	(f)no change of business (each Obligor)
	(g)restriction on subsidiary financial indebtedness subject to agreed exceptions (including, but not limited to, any facility for the refinancing of intra-group debt provided to Knauf Insulation Inc. up to a total amount of USD 175,000,000 (or the equivalent in other currencies) and appropriate basket amounts (each Obligor and other members of the Group, but excluding the Company)
	(h)no material amendments to the Merger Agreement without the consent of the Agent (acting upon the instruction of all the Lenders not to be unreasonably withheld or delayed) (Company)
	(i)Anti-corruption, anti-money laundering, sanctions subject to carve outs for anti-boycott laws in Germany and the EU or similar laws in other jurisdictions (Obligor, other members of the Group)

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Events of Default:	Each of the following (subject to such qualifications, exceptions, thresholds and remedy periods as may be agreed) will be included in the Agreement in respect of an Obligor and, with respect to paragraphs (d), (e), (f) and (g) in relation to the Obligors and any Material Subsidiary:
	(a)non-payment unless failure to pay is caused by administrative or technical error and payment is made within 4 Business Days of its due date
	(b)failure to comply with any other obligations under the Finance Documents unless such failure is capable of remedy and is remedied within 15 Business Days of the earlier of (i) Agent giving notice and (ii) the Company becoming aware of it
	(c)misrepresentation
	(d)cross default, subject to an agreed minimum amount
	(e)insolvency
	(f)insolvency proceedings
	(g)creditors’ process
	(h)unlawfulness
	(i)repudiation
	(j)After the Closing Date: Material Adverse Effect.
Material Adverse Effect:	means: (a)on the Closing Date, a Merger Agreement Material Adverse Effect; and (b)thereafter, a material adverse effect on: (i)the business, operations or financial condition of the Company or the Group taken as a whole; or (ii)the ability of any Obligor to perform its payment obligations under the Finance Documents.
Majority Lenders:	662/3% of total commitments.

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Assignments and Transfers by Lenders:	A Lender may assign any of its rights or transfer by way of an assumption of contract (Vertragsübernahme) any of its rights and obligations (“transfer”) to another bank, financial institution or fund which is regularly engaged in making, purchasing or investing in loans, securities or other financial assets.
	The consent of the Company will be required (not to be unreasonably withheld or delayed) unless the transfer or assignment: (a)is to an entity identified on a list agreed by the Company and the Mandated Lead Arranger; (b)is to another Lender or an Affiliate of any Lender; or (c)is made when an Event of Default is continuing. The Company will be deemed to have given its consent if no express refusal is received by the requesting Lender or the Agent within 5 Business Days of the Company having been notified of the proposed assignment or transfer.
Replacement of Lender:	A mechanism will be included in the Agreement pursuant to which the Company may, subject to certain conditions, replace:
	(a)a Lender which has not consented to a waiver or amendment requiring the consent of all Lenders and to which Lenders holding an aggregate of 85 per cent. of the total commitments have consented;
	(b)a Lender to which an Obligor becomes obliged to pay an amount pursuant to the illegality, increased costs or tax gross-up provisions of the Agreement; and
	(c)a Defaulting Lender.
Conditions Precedent for initial Utilisation:	For Facility A and Facility B, subject to the Certain Funds Provisions, solely as set out in Schedule 1 (Conditions Precedent). To be satisfied or waived prior to initial Utilisation.
Condition Precedent for each Utilisation after the initial Utilisation:	In the case of a Rollover Loan, no acceleration or Major Event of Default, in the case of any other Loan, no default is continuing or would result from the proposed Loan. “Major Event of Default” means any Event of Default pursuant to paragraphs (a), (d), (e), (f) and (g).

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Certain funds:	During the period commencing on the Signing Date and ending on the last day of the Availability Period for Facility A, the Finance Parties shall be restricted from exercising certain rights which would prevent or limit the making of the initial Utilisations on the Closing Date, including without limitation the exercise of any rights or remedies due to the failure of any representation (other than a Specified Representation and/or a Specified Merger Agreement Representation) to be true and correct on (i) the Signing Date or (ii) the Closing Date.
Miscellaneous Provisions:	The Agreement will contain provisions relating to, among other things, default interest, market disruption, breakage costs (excluding the Margin), tax gross up and indemnities, FATCA (Rider 3 — Lenders’ risk) provisions, increased costs (subject to carve outs), set-off and administration.
Costs and Expenses:	As set out in the Commitment Letter.
Governing Law:	German.
Jurisdiction:	Courts of Frankfurt am Main, Germany.
Definitions:	Terms defined in the Commitment Letter have the same meaning in this Term sheet unless given a different meaning in this Term sheet.

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Schedule 1

(Conditions Precedent)

The following in relation to the Obligors in form and substance reasonably satisfactory to the Agent:

(a)constitutional documents (to the extent publically available in the commercial register (Handelsregister));

(b)resolution of the partners/shareholders;

(c)Officer`s certificate (including specimen signatures) certifying that each copy document listed under (a) and (b) above is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Signing Date;

(d)Customary legal opinions by (i) Lenders’ counsel on the enforceability of the Finance Documents and (ii) Company’s counsel on capacity and other customary matters (such as, but not limited to, enforcement without further review of the merits and no violation of articles) in the Obligors’ jurisdiction of incorporation, formation or organization;

(e)the Agreement;

(f)the Closing Date Ancillary Facilities agreements, if any;

(g)the fee letters;

(h)latest available annual financial statements relating to the Obligors;

(i)evidence of payment of all fees, costs and expenses then due from the Company under the Finance Documents; and

(j)a certificate of the Company confirming that: (i) all of the conditions precedent set out in the Merger Agreement for each party’s obligations to effect the merger (other than those conditions that by their nature are to be satisfied at the Closing Date) have been satisfied or waived and (ii) the Merger Agreement has not been amended, varied, waived or terminated in a manner materially adverse to the Lenders or the Mandated Lead Arrangers, in their capacities as such, without the consent of the Agent who acts for and behalf of all the Lenders (such consent not to be unreasonably withheld, delayed or conditioned and the Agent shall be deemed to have consented to any amendment, wavier, supplement, modification or waiver to the Merger Agreement if no written objection thereto is received by the Companies within ten Business Days after request for such consent); provided that (a) any reduction in the Merger Consideration (as defined in the Merger Agreement) will be deemed not to be materially adverse so long as such reduction is allocated unless the Mandated Lead Arrangers otherwise consent, to reduce Facility A under the USD Facilities and the Payment Fund on a pro rata basis, (b) any increase in the purchase price will be deemed to be not materially adverse to the Lenders or Mandated Lead Arrangers so long as such increase is funded by an increase in the Payment Fund, (c) any amendment, modification or waiver to the definition of “Material Adverse Effect” under the Merger Agreement will be deemed materially adverse to the interests of the Lenders and the Mandated Lead Arrangers.

APPENDIX 2

USD Facilities Term Sheet

USD FACILITY TERM SHEET

USD 800,000,000 TERM LOAN FACILITY AND UP TO USD 858,500,000 BACKSTOP FACILITY FOR PROJECT WORLDCUP

The provision of the Facilities is subject to the terms and conditions of the Commitment Letter and satisfactory documentation

Facilities as follows:

1.USD 800,000,000 Term Loan Facility (“Facility A”) - see Part 1; and

2.Up to USD 858,500,000 Backstop Facility (“Facility B”) - see Part 2.

With pricing as set out in Part 3 and other terms as set out in Part 4. The facilities set out in Parts 1 and 2 inclusive are the “Facilities”.

8 June 2018

COMMERZBANK AKTIENGESELLSCHAFT AND UNICREDIT BANK AG

PART 1

FACILITY A

Facility:	Term loan facility.
Amount:	USD 800,000,000.
Borrower:	The Company.
Mandated Lead Arrangers, Bookrunners and Underwriters:	Commerzbank Aktiengesellschaft Filiale Luxembourg (or any of its affiliates) and UniCredit Bank AG (or any of its affiliates).
Lenders:	As selected by the Mandated Lead Arrangers in consultation with the Company.
Ranking:	Pari passu with Facility B.
Termination Date:	5 years after the earlier of (i) the date of the first utilisation under Facility A and (ii) 30 September 2018.
Purpose:	To finance: (a)a part of the purchase price for USG Corporation; and (b)the payment of costs and expenses incurred by the Company or any other member of the Target Group in connection with the Acquisition and the Transaction Documents, as described in an agreed funds flow statement.
Availability Period:	From the date of signing of the Agreement (the “Signing Date”) to 1 September 2019.
Limitation on Utilisation:	A Loan may only be made on the Closing Date.
Minimum Amount of each Loan:	USD 10,000,000.
Maximum Number of Loans:	No more than 3 Loans under Facility A may be outstanding.
Repayment:	In the following instalments:
	Date	Amount (percentage of Utilisation on the Closing Date)
	31 December 2019	20	%
	31 December 2020	20	%

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31 December 2021	20	%
30 December 2022	20	%
Termination Date	the remainder
provided that the repayment amount shall be reduced by any preceding voluntary prepayments during that calendar year. For the avoidance of doubt, if voluntary prepayments in the amount of 20 % or more of the Utilisation on the Closing Date have been made during a calendar year, no repayment instalment will be due at year end. If a member of the Target Group receives JV Proceeds (as defined below) which are to be applied in the mandatory prepayment of Facility A, such mandatory prepayment amount shall be applied against the repayment instalments in inverse chronological order.

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PART 2

FACILITY B

Facility:	Backstop term loan facility.
Amount:	Up to USD 858,500,000.
Borrower:	The Company.
Mandated Lead Arrangers, Bookrunners and Underwriters:	As for Facility A.
Lenders:	As selected by the Mandated Lead Arrangers in consultation with the Company.
Ranking:	Pari passu in right of payment with Facility A and the Company’s other senior indebtedness.
Termination Date:	1 year after the first utilisation with two extension options of 6 months each.
Purpose:	Payment of put price in connection with bonds validly put to USG Corporation pursuant to the put right of bond holders triggered by the Acquisition under the existing 4.875% senior notes due 2027 issued by USG Corporation and/or the existing 5.50% senior notes due 2025 issued by USG Corporation, in each case including all fees and expenses in connection therewith.
Availability Period:	4 months from the Closing Date.
Minimum Amount of each Loan:	USD 500,000.
Maximum Number of Loans:	No more than 15 Loans under Facility B may be outstanding.
Repayment:	Bullet repayment at the (extended) Termination Date.

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PART 3

PRICING

Underwriting Fee:	As set out in a separate fee letter.
Agency Fee (including Security Agent fee, if any):	As set out in a separate fee letter.
Commitment/Ticking Fee in respect of Facility A and Facility B:	0 per cent. of the applicable Margin per annum in the first two months from the earlier of (i) the date falling six weeks after the signing of the Commitment Letter, and (ii) the Signing Date (the “Commitment Fee Starting Date”); 10 per cent. of the applicable Margin per annum in the third month from the Commitment Fee Starting Date; 20 per cent. of the applicable Margin per annum in the fourth month to and including the sixth month from the Commitment Fee Starting Date; and 30 per cent. of the applicable Margin per annum after the sixth month from the Commitment Fee Starting Date, in each case on the unused and uncancelled amount of the applicable Facility for the applicable Availability Period. Accrued commitment fee is payable quarterly in arrear during the relevant Availability Period, on the last day of the relevant Availability Period and, if cancelled in full, on the cancelled amount of any Facility at the time a full cancellation is effective.
Participation Fee	As set out in a separate fee letter.
Extension Fee (for Facility B only):	25 bps on the total Facility B Loans then outstanding (for each Lender according to its participation).
Margin:	Facility A:initial Margin to be set at 1.25 per cent. per annum until the Closing Date and thereafter the Margin will be subject to the Margin Ratchet set out below for the relevant Leverage ratio on a consolidated basis of the Company and the Target Group; and Facility B:0.75 per cent. per annum with a quarterly step-up of 20 bps from the date of first utilisation.

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Margin Ratchet for Facility A:	>3x	165 bps
	2.5-<3x	125 bps
	2-<2.5x	100 bps
	<2x	90 bps
	Adjustments of the Margin according to the above Margin Ratchet will be done on a quarterly basis based on the preceding 12 month period.
	If the compliance certificate relating to the relevant annual audited financial statements of the Target Group shows: (a)that a higher rate of Margin should have applied during a certain period, then the Company pay to the Agent the amount necessary to put the Agent and the Lenders in the position they would have been in had the appropriate rate applied during such period; and (b)that a lower rate of Margin should have applied during a certain period, then the difference shall be netted against the next interest payments to be made by the Company to put the Company in the position it would have been in had the appropriate rate applied during such period provided that such netting shall be limited in respect of any Lender to the excess Margin which that Lender has received as a result of such Lender being a Lender during the period in which the lower rate should have applied, provided that, for the avoidance of doubt, the adjustments of the Margin according to the above Margin Ratchet will be done on a quarterly basis. While an Event of Default is continuing, the Margin for each Facility A and Facility B shall be the highest rate set out above for a Loan under that Facility.
Interest Periods for Loans:	3 or 6 months for Facility A and 1, 2, 3 or 6 months for Facility B, or, in each case, any other period agreed between the Company, the Agent and the Lenders (in relation to the relevant Loan).
Interest on Loans:	The aggregate of the applicable:
	(a)Margin; and
	(b)LIBOR (or, once LIBOR is no longer available) its

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	successor rate, as agreed upon between the parties),
	set by reference to Thomson Reuters (and, if necessary, the use of linear interpolation) and if the rate is less than zero, it shall be deemed to be zero.
Payment of Interest on Loans:	Interest is payable on the last day of each Interest Period (and, in the case of Interest Periods of longer than six months, on the dates falling at six-monthly intervals after the first day of the Interest Period).
Default interest:	In case of payment default, 1.00 per cent. per annum above the highest margin.

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PART 4

OTHER TERMS

Documentation:		The Facilities will be made available under a facilities agreement (the “Agreement” and together with all related fee letters and any other Finance Documents defined in the Agreement, the “Finance Documents”) based on this Term Sheet and based on the current LMA Senior Multicurrency Term and Revolving Facilities Agreement for Leveraged Acquisition Finance Transactions (Senior/Mezzanine) adjusted to reflect German law and in form and substance satisfactory to the Company and the Mandated Lead Arrangers (the “Documentation Principles”).
	Agent:	COMMERZBANK Finance & Covered Bond S.A..
	Security Agent:	COMMERZBANK Finance & Covered Bond S.A..
	Documentation Agent:	UniCredit Bank AG.
	Bidco:	World Cup Acquisition Corporation.
	Company:	Initially, Bidco, a Delaware corporation and following effectiveness of the merger by operation of law, USG Corporation.
	Target Group:	USG Corporation and all its Subsidiaries (for the avoidance of doubt, excluding the JVs and their Subsidiaries).
	Subsidiary:	A subsidiary within the meaning of sections 15 to 17 of the German Stock Corporation Act (Aktiengesetz) or a subsidiary (Tochterunternehmen) within the meaning of section 290 HGB.
	Original Guarantor:	The Company.
	Additional Guarantors:	Following the Closing Date, United States Gypsum Company, USG Interiors, LLC and USG Foreign Investments, Ltd. shall accede to the Agreement as Additional Guarantors within 90 days of the Closing Date (subject to customary guarantee limitation language).
	Guarantor Coverage Test	The aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA) of the Guarantors (calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of any member of the Target Group) must exceed 80% of EBITDA of the Target Group.
		The Guarantor Coverage Test will first be tested on the date falling 180 days after the Closing Date on the basis of the

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	most recent annual financial statements then available. Any further member of the Group required in order to comply with the Guarantor Coverage Test shall accede to the Agreement promptly thereupon.
	Thereafter the Guarantor Coverage Test will be tested on the basis of the compliance certificate delivered together with the consolidated annual financial statements.
	Any other member of the Target Group, which may be required in order to comply with the Guarantor Coverage Test, shall accede to the Agreement as a Guarantor within 90 days of the date on which the relevant compliance certificate has been delivered.
	It will not constitute a failure to comply with the Guarantor Coverage Test, if those companies that have been identified to be necessary in order to meet the Guarantor Coverage Test as evidenced by the relevant compliance certificate or annual financial statements, subsequently accede to the Agreement within the timeframes set out herein.
Obligors:	The Borrower and the Guarantors.
Additional Obligors:	A mechanism will be included in the Agreement to enable any Subsidiary of the Company to accede as guarantor. Furthermore a mechanism will be included to enable Guarantors to resign.
JVs:	The existing joint ventures USG Boral Building Products Pte. Limited (Singapore) between USG Netherlands Global Holdings B.V. and Boral International Pty Limited (Australia) and USG Boral Building Products Pty. Limited between USG Netherlands Global Holdings B.V. and Boral Building Materials Pty Limited.
Transaction Security:	(a)Share security over the shares in the Target held by C & G Verwaltungs GmbH following the merger of the Company into the Target; and
	(b)security over the prepayment account to be established by the Target,
	will be provided within 90 days from the Closing Date.
Prepayment and Cancellation:	Except for paragraphs (a) and (e) which shall apply as of the Signing Date, following the initial Utilisation on the Closing Date:

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(a)Illegality

A Lender’s commitment shall be cancelled and its share of the Utilisations shall be prepaid.

(b)Voluntary Cancellation

The Company may, on not less than 5 Business Days’ prior notice, cancel the whole or any part (being a minimum of USD 10,000,000) of an Available Facility.

(c)Voluntary Prepayment

Utilisations may be prepaid after the last day of the relevant Availability Period in whole or in part on 5 Business Days’ prior notice (but, if in part, by a minimum of USD 10,000,000).

(d)Increased Costs, Tax Gross-Up and Tax Indemnity

The Company may cancel the Commitment of and prepay any Lender that makes a claim under these provisions.

(e)Exit

(1) If members of the Knauf Family and/or Gebr. Knauf KG cease to directly or indirectly control the Company (it being understood and agreed that control can be exercised directly by one or several members of the Knauf Family and/or indirectly (for example via holding companies (Beteiligungsgesellschaften) or trusts (Stiftungen)); or

(2) upon a sale of all or substantially all of the assets of the Target Group:

(i) a Lender shall not be obliged to fund a Utilisation; and

(ii) a Lender may by not less than 60 days’ notice cancel its commitments and require immediate repayment of all its participations in any Loans.

“control” means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise.

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“Knauf Family” means each of Alfons and Karl Knauf, their respective spouses and their descendents, in each case from time to time.

(f)Mandatory Prepayment - Disposals (applicable to Facility A only)

Other than Excluded Disposal Proceeds (as defined below), sale proceeds resulting from all disposals (less expenses and taxes incurred), including proceeds resulting from the sale of the Target Group’s participation in the JVs (the “JV Proceeds”), shall be applied in prepayment of Facility A as set out below.

“Excluded Disposal Proceeds” means proceeds:

(1)received by a member of the Target Group as a result from the compulsory sale of the Target Group’s participation in the JVs as a result of the Acquisition which exceed in aggregate the amount of USD 320,000,000 (the “JV Excess Amount”) provided that such JV Excess Amount is committed to be re-invested in assets within 360 days after receipt of the JV Excess Amount;

(2)otherwise not exceeding an aggregate de minimis threshold of USD 15,000,000 in any financial year; or

(3)which are re-invested in assets of similar type and value within 360 days after receipt of the relevant amounts.

(g)Mandatory Prepayment - Insurance Proceeds (applicable to Facility A only)

Other than Excluded Insurance Proceeds (as defined below) all proceeds of any insurance claim (less reasonable expenses) shall be applied in prepayment of Facility A as set out below.

“Excluded Insurance Proceeds” means any proceeds of an insurance claim which the Company notifies the Agent are, or are to be, applied:

(1)to meet a third party claim;

(2)to cover operating losses in respect of which the relevant insurance claim was made; or

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(3)in the replacement, reinstatement and/ or repair of the assets or otherwise in amelioration of the loss in respect of which the relevant insurance claim was made,

in each case as soon as possible (but in any event within 360 days) after receipt and any other Insurance Proceeds not exceeding USD 15,000,000 in each financial year.

(h)Mandatory Prepayment - Acquisition Proceeds (applicable to Facility A only)

Other than Excluded Acquisition Proceeds (as defined below) all proceeds of any claim against the Vendor or any Report provider in relation to the Acquisition (less reasonable expenses and taxes incurred) shall be applied in prepayment of Facility A as set out below.

“Excluded Acquisition Proceeds” means any proceeds which the Company notifies the Agent are, or are to be, applied:

(1)           to satisfy (or reimburse a member of the Target Group which has discharged) any liability, charge or claim upon a member of the Target Group by a person which is not a member of the Target Group; or

(2)           in the replacement, reinstatement and/ or repair of assets of members of the Target Group which have been lost, destroyed or damaged,

in each case as a result of the events or circumstances giving rise to that recovery claim, if those proceeds are so applied as soon as possible (but in any event within 360 days) after receipt.

(i)Mandatory Prepayment - Facility B

All net cash proceeds from the issuance or incurrence of any debt by any member of the Target Group (other than revolving credit borrowings in the ordinary course of business, capital leases and purchase money security interests in the ordinary course of business and intercompany debt) and all of the net cash proceeds from the issuance of equity or equity-like hybrid instruments by any member of the Target Group (other than equity interests issued

12

	under employee or director stock compensation plans or arrangements in the ordinary course of business), in case of issuance of equity or equity-like hybrid instruments for the sole purpose of refinancing the debt incurred under Facility B, shall be applied in prepayment of Facility B as set out below.
	(j)General
	Subject to there being no Default outstanding, prepayments in respect of the Facilities may be paid to an account which is charged in favour of the Lenders pending their application at the end of the next applicable Interest Period or during any permitted reinvestment period.
	Any amount prepaid may not be redrawn.
	Any prepayment shall be made with accrued interest on the amount prepaid and, subject to breakage costs (but not in case of a prepayment due to illegality), without premium or penalty.
	Any prepayment of a Utilisation pursuant to paragraphs (a) or (d) above shall be applied to repayment of the affected Lender(s) only.
	Any prepayment of a Utilisation pursuant to paragraphs (b), (c) and (e) on a pro rata basis among the relevant Lenders.
	Any prepayment of a Utilisation pursuant to paragraphs (f), (g) and (h) on a pro rata basis among the relevant Lenders of Facility A.
	Any prepayment of a Utilisation pursuant to paragraph (i) on a pro rata basis among the relevant Lenders of Facility B.
Application of Mandatory Prepayment Proceeds:	Mandatory prepayment proceeds will be applied in the following order pro rata against outstandings under the Facilities:
	Mandatory prepayments in respect of Facility A shall be applied pro rata against each Facility A Loan.
	Mandatory prepayments in respect of Facility B shall be applied pro rata against each Facility B Loan.

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Representations:	Subject to the Certain Funds Provisions, each Obligor, on behalf of itself and where appropriate, on behalf of its Subsidiaries, will make each of the following representations (subject to such further qualifications, thresholds, and baskets and exceptions as may be agreed) on the Signing Date and in case of those representations marked with an asterisk (*) on the date of each Utilisation Request and the first day of each Interest Period:
	(a)organisational existence and status*
	(b)due authorisation, execution and delivery of the Finance Documents
	(c)binding obligations (subject to legal reservations)*
	(d)non-conflict with other obligations, charter or constitutional documents or applicable law*
	(e)organisational power and authority*
	(f)validity and admissibility in evidence of the Finance Documents (subject to legal reservations)*
	(g)governing law and enforcement (subject to legal reservations)*
	(h)solvency of the Company and its Material Subsidiaries on a consolidated basis*
	(i)no filing or stamp taxes
	(j)no deduction of tax
	(k)no Event of Default and no default under other documents which has or is reasonably likely to have a Material Adverse Effect*
	(l)no misleading information*
	(m)financial statements (repeating with respect to its most recent financial statements only)*
	(n)pari passu ranking*
	(o)no proceedings
	(p)compliance with laws (including PATRIOT Act, OFAC and other laws applicable to sanctioned persons and FCPA)*
	(q)compliance with Federal Reserve margin regulations

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	and the Investment Company Act of 1940*
	(r)environmental laws
	(s)security and financial indebtedness
	(t)group structure chart of the Target Group
	(u)Merger Agreement
	(v)compliance with ERISA*
	(w)validity, perfection and ranking of security (subject to permitted security)
	(x)legal and beneficial ownership of assets
	“Material Subsidiary” means a Subsidiary of an Obligor that comprises more than 5 per cent. of the revenues or EBITDA of the Group.
Information Undertakings:	The Company shall supply each of the following:
	(a)as soon as they become available, but in any event within 210 days of the end of its financial years its audited consolidated financial statements for that financial year and, from the financial year 2019, together with the unconsolidated financial statements (audited if available or required by law to be prepared) of each Obligor (based on US GAAP);
	(b)as soon as they become available, but in any event within 60 days of the end of each of its financial quarters its consolidated financial statements for that financial quarter (based on US GAAP);
	(c)with each set of audited consolidated financial statements and each set of its consolidated quarterly financial statements, a compliance certificate signed by the chief financial officer of the Company and setting out (1) compliance with the financial covenant and (2) any change in US GAAP that has affected the Company’s financial statements. The compliance certificate relating to the annual audited consolidated financial statements shall in addition set out compliance with the Guarantor Coverage Test and, if requested by the Agent, shall be reported on by the Company’s auditors in a form to be agreed between the Company and the Majority Lenders.;

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	(d)before the start of each of its financial years, an annual budget for that financial year;
	(e)all documents dispatched by the Company or any other Obligor to its creditors generally (or any class of them);
	(f)details of any material litigation, arbitration or administrative proceedings, any ERISA event or any material judgment which, if adversely determined, is likely to have a Material Adverse Effect;
	(g)details of any claim under the Merger Agreement and of any disposal or insurance claim which will require a prepayment of the Facilities; and
	(h)such other information as any Finance Party (through the Agent) may reasonably request
	(i)that is required by that Finance Party in order to comply with any applicable laws or regulations; and
	(ii)following a Default which is continuing regarding the financial condition, assets and operations of the Target Group and/or any member of the Target Group.
	The Company shall promptly notify the Agent of any Default and the steps taken to remedy such event.
	At least two directors of the Company (one of whom shall be the chief financial officer) will give a presentation to the Finance Parties in each financial year about the on-going business and financial performance of the Target Group.
	Customary undertakings relating to the provision by the Obligors of information for any “know your customer” checks required to be carried out by the Agent and the Lenders shall be included in the Agreement.
	The Company may satisfy its obligations to deliver information to those Lenders who agree by posting such information onto an electronic website.
Financial Covenants:	Net Debt to EBITDA ratio (measured quarterly on the basis of Total Net Debt on the measurement date and rolling 12 months EBITDA) (“Leverage”) shall not exceed (i) at any time 3.5x and (ii) as of the testing date

16

31 December 2021 and thereafter, 3x.

“EBITDA” as per the consolidated financial statements according to US-GAAP means:

Net sales

./. Cost of products sold

./. Selling and administrative expenses

+  Depreciation, depletion and amortization

+  50% of EBITDA of JVs1

+  Transaction related costs1 (up to USD125 – 150m)

+/./. Non-recurring one-off effects

1transaction related costs include the following costs, occurring within the first 24 months after Closing Date of the business combination of Knauf and USG Corporation:

·     Severance payments

·     Restructuring costs

·     Integration costs

·     Golden Parachute payments

·     Any potential transaction bonus plan

·     External fees (consultants, lawyers, investment bankers, PR Advisors, etc.)

“Financial Debt” means

·     moneys borrowed and debit balances at banks or other financial institutions;

·     any acceptances under any acceptance credit or bill discount facility (or dematerialised equivalent);

·     any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

·     any finance lease; and

·     receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis).

1  It is understood that Knauf currently has no insight regarding the financials of the JVs due to confidentiality restrictions. If the actual figures have an impact on the Leverage, adaptions shall be made in the future.

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	“Net Debt” means Financial Debt and 50 % of any financial debt attributable to the JVs2 less (i) cash (including cash collateral), (ii) cash equivalents (including short-term securities) and (iii) 50 % of any cash (including cash collateral) and cash equivalents (including short-term securities) attributable the JVs).
General Undertakings:	The following undertakings will be included in respect of each Obligor (subject to such qualifications, baskets and exceptions as may be agreed):
	Authorisations and compliance with laws
	(a)authorisations
	(b)compliance with laws (including in respect of ERISA, the Patriot Act, OFAC and other sanctions laws and regulations (subject to carve outs for anti-boycott laws in Germany and the EU), Federal Reserve margin regulations) (any other member of the Target Group)
	(c)environmental compliance
	(d)environmental claims
	(e)FCPA and other anti-corruption law (any other member of the Target Group)
	(f)anti money laundering (any other member of the Target Group)
	(g)taxation
	Restrictions on business focus
	(h)restriction on merger (providing in particular for an exception for a potential merger of Knauf Insulation Inc. with a member of the Target Group and the Merger)
	(i)no change of business
	(j)restriction on acquisitions (with exceptions for acquiring the JVs)
	(k)restriction on joint ventures (other than the JVs)

2  It is understood that Knauf currently has no insight regarding the financials of the JVs due to confidentiality restrictions. If the actual figures have an impact on the Leverage, adaptions shall be made in the future.

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	Restrictions on dealing with assets and Security
	(l)preservation of assets
	(m)pari passu ranking
	(n)no material amendments to the Merger Agreement without the consent of the Agent (acting upon the instructions of all Lenders not to be unreasonably withheld or delayed) (Company)
	(o)negative pledge (any other member of the Target Group)
	(p)restriction on disposals (with exceptions for the mandatory disposal of the JVs as a result of the Acquisition) (any other member of the Target Group)
	(q)arm’s length basis
	Restrictions on movements of cash - cash out
	(r)restriction on loans or credit
	(s)restriction on guarantees or indemnities
	Restrictions on movements of cash - cash in
	(t)restriction on financial indebtedness subject to agreed exceptions (including but not limited to, any facility for the refinancing of intra-group debt provided to Knauf Insulation Inc. up to a total amount of USD 175,000,000 (or the equivalent in other currencies) and appropriate basket amounts (any other member of the Target Group)
	Miscellaneous
	(u)maintenance of appropriate and adequate insurance
	(v)preservation of corporate existence (but, for the avoidance of doubt, not restricting a delisting of the Target after closing)
	(w)treasury transactions
	(x)Guarantor Coverage Test (Company)
Events of Default:	Each of the following (subject to such qualifications, exceptions, thresholds and remedy periods as may be agreed) will be included in the Agreement in respect of

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each Obligor and with respect to paragraphs (e) to (h) and (m) in relation to each Obligor and each Material Subsidiary:

(a)non-payment unless failure to pay is caused by: (i) administrative or technical error or (ii) a Disruption Event and payment is made within 4 Business Days of its due date.

(b)breach of financial covenant.

(c)failure to comply with any other provision of the Finance Documents unless such failure is capable of remedy and is remedied within 15 Business Days of the earlier of (i) Agent giving notice and (ii) Obligor becoming aware.

(d)misrepresentation, unless the underlying facts or circumstances, which have led to such misrepresentation, are capable of remedy and are remedied within 15 Business Days of the earlier of (i) Agent giving notice and (ii) the Obligor becoming aware of it

(e)cross default, subject to an agreed minimum amount

(f)insolvency

(g)insolvency proceedings

(h)creditors’ process

(i)unlawfulness and invalidity

(j)cessation of business of the Target Group taken as a whole

(k)change of ownership of Obligors (other than the Company)

(l)material adverse audit qualification

(m)expropriation of material assets

(n)repudiation and rescission of agreements

(o)litigation

(p)ERISA event

(q)after the Closing Date: Material Adverse Effect

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	Upon an Event of Default under clauses (f) through (h) resulting from a proceeding under the US Bankruptcy Code, the commitments shall be immediately and automatically cancelled and the Loans shall become immediately and automatically due and payable, without any direction, notice, declaration or other act.
Clean-Up Period:	For:
	(a)a period commencing on the Signing Date and ending on the date falling 90 days after the Closing Date; and
	(b)a period commencing on the closing date of a permitted acquisition and ending on the date falling 90 days after that closing date, or on such other date agreed by the Majority Lenders,
	a breach of a Clean-Up Representation or a breach of a Clean-Up Undertaking or a Clean-Up Default will be deemed not to be a breach of representation or warranty, a breach of undertaking or an Event of Default if the breach or Event of Default relates exclusively:
	(i)to the Target and its Subsidiaries; or
	(ii)to the company or business which is the subject of that permitted acquisition; and
	(iii)is capable of remedy and reasonable steps are being taken to remedy it; and
	(iv)the circumstances giving rise to such Clean-Up Representation, Clean-Up Undertaking or Clean-Up Default have not been processed or approved by the Company; and
	(v)does not trigger a Material Adverse Effect,
	as the case may be.
	For the purposes of the above paragraph:
	“Clean-Up Representation” means all of the representations and warranties other than those set out under sub-paragraphs (u) and (w) above.
	“Clean-Up Undertaking” means all of the general undertakings other than those set out under sub-paragraphs

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	(i), (j), (p) and (q) above.
	“Clean-Up Default” means a default in relation to all of the events of default other than those set out under sub-paragraphs (a), (b), (c) (but only insofar as it relates to a provision which is not a Clean-up Undertaking), (d) (but only insofar as it relates to a provision which is not a Clean-up Representation), (f), (g) and (i).
Material Adverse Effect:	means:
	(a)on the Closing Date, a Merger Agreement Material Adverse Effect; and
	(b)thereafter, a material adverse effect on:
	(i)the business, operations or financial condition of the Target Group taken as a whole; or
	(ii)the ability of any Obligor to perform its payment obligations under the Finance Documents or the Company’s obligations under the Financial Covenant; or
	(iii)(subject to the legal reservations) the validity or enforceability of, or the effectiveness or ranking of any Transaction Security granted or purporting to be granted pursuant to any of, the Finance Documents
Majority Lenders:	662/3% of total commitments
Amendments and waivers:	Provisions requiring all Lender consent to certain customary amendments and waivers will be included subject to a structural adjustment exception allowing for such amendments and waivers effecting changes in the structure and size of the Facilities to be made with the consent of (a) the affected Lenders and (b) the Majority Lenders.
	If a Defaulting Lender or any other Lender fails to respond to a request for consent to amendments or waivers or other vote under the Agreement within 15 Business Days, that Lender’s Commitment will not be included (and that Lender will be deemed not to be a Lender) in ascertaining whether the consent of the relevant percentage of Total Commitments (or of the relevant group of Lenders) has been obtained to approve that request.
Assignments and Transfers:	A Lender may assign any of its rights or transfer by way of

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	an assumption of contract (Vertragsübernahme) any of its rights and obligations (“transfer”) to another bank, financial institution or fund which is regularly engaged in making, purchasing or investing in loans, securities or other financial assets.
	The consent of the Company will be required (not to be unreasonably withheld or delayed) unless the assignment or transfer:
	(a)is to an entity identified on a list agreed by the Company and the Mandated Lead Arranger;
	(b)is to another Lender or an Affiliate of any Lender;
	(c)is to a fund which is a Related Fund of the assigning or transferring Lender; or
	(d)is made when an Event of Default is continuing.
	The Company will be deemed to have given its consent if no express refusal is received by the requesting Lender or the Agent within 5 Business Days of the Company having been notified of the proposed assignment or transfer.
Confidentiality:	Restriction on disclosure of Confidential Information by the Finance Parties, subject to exceptions detailed in the Agreement.
Replacement of Lender:	A mechanism will be included in the Agreement pursuant to which the Company may, subject to certain conditions, replace:
	(a)a Lender which has not consented to a waiver or amendment requiring the consent of all Lenders and to which Lenders holding an aggregate of 85 per cent. of the total commitments have consented;
	(b)a Lender to which an Obligor becomes obliged to pay an amount pursuant to the illegality, increased costs or tax gross-up provisions of the Agreement; and
	(c)a Defaulting Lender.
Conditions Precedent for initial Utilisation under Facility A and each Utilisation under Facility B:	For Facility A and Facility B, subject to the Certain Funds Provisions, solely as set out in Schedule 1 (Conditions Precedent). To be satisfied or waived prior to initial Utilisation in case of Facility A and, in the case of Facility B, each Utilisation.

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Certain funds:	During the period commencing on the Signing Date and ending on the last day of the Availability Period for each of Facility A and Facility B, respectively, the Finance Parties shall be restricted from exercising certain rights which would prevent or limit the making of the initial Utilisations on the Closing Date or, in the case of Facility B, any subsequent Utilisation, including without limitation, in each case, the exercise of any rights or remedies due to the failure of any representation (other than a Specified Representation and/or a Specified Merger Agreement Representation) to be true and correct on (i) the Signing Date, (ii) the Closing Date or (iii) any other Utilisation date under Facility B.
Miscellaneous Provisions:	The Agreement will contain provisions relating to, among other things, default interest, market disruption, breakage costs (excluding the Margin), tax gross up and indemnities, FATCA (Rider 3 — Lender’s risk) provisions, increased costs3, set-off and administration.
Costs and Expenses:	As set out in the Commitment Letter.
Governing Law:	German (save where inappropriate for Transaction Security Documents or fee letters).
Jurisdiction:	Courts of Frankfurt am Main (save where inappropriate for guarantees and Transaction Security Documents or fee letters).
Definitions:	Terms defined in the Commitment Letter have the same meaning in this Term Sheet unless given a different meaning in this Term Sheet.

3  Carve-outs from Increased Cost deleted at this stage for timing reasons, but without prejudice for negotiation of the Agreement.

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Schedule 1

(Conditions Precedent)

1.Closing Deliverables in respect of the Company and where indicated, the Target4

(a)Constitutional documents, corporate records and documents from public officials of the Company and the Target.

(b)Resolution of board of directors (or equivalent governing body).

(c)UCC lien searches for the Company and the Target in the relevant jurisdiction of organization and (to the extent specific searches are requested no later than 10 days prior to the Closing Date) other searches reasonably requested by the Mandated Lead Arrangers.

(d)Good standing certificate (to the extent applicable) in the respective jurisdictions of organization of the Company and the Target.

(e)Secretary certificate, evidencing authority and incumbency.

(f)Officer`s certificate (including specimen signatures) certifying that each copy document specified in clause (a) and (b) above is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Signing Date.

(g)Solvency certificate in the form set out in Exhibit 1 from the chief financial officer or other officer with equivalent duties of the Company.

2.Transaction Documents (other than the Finance Documents)

A copy of the Merger Agreement.

4  Conditions Precedent to the accession of the Additional Guarantors following Closing and conditions subsequent to be delivered by the Target following Closing will be listed separately.

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3.Finance Documents

(a)The Agreement.

(b)The fee letters.

4.Legal opinions

Customary legal opinions by (i) Lenders’ counsel on the enforceability of the Finance Documents (other than Finance Documents governed by New York law) and (ii) Company’s counsel on enforceability of any Finance Documents governed by New York law and related matters under New York law and United States federal law and (iii) Company’s counsel on capacity and other customary matters (such as, but not limited to, enforcement without further review of the merits and no violation of articles) in the Obligors’ jurisdiction of incorporation, formation or organization.

5.Other documents and evidence

(a)Evidence of process agent appointment in Germany by the Company.

(b)Evidence of payment of all fees, costs and expenses then due from the Company under the Agreement and the fee letters.

(c)Target Group Structure Chart.

(d)The initial Budget for the Target Group.5

(e)The following Reports (each capable of being relied upon by the Original Lenders, other than the tax structuring strawman paper (EY)):

(i)legal due diligence report (BM)

(ii)tax due diligence report (EY)

(iii)the tax structuring strawman paper (EY)

(iv)financial due diligence report (PWC).

(f)Original financial statements relating to Bidco (opening balance sheet)

and

5  As provided in the bank presentation.

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unaudited consolidated balance sheets and related statements of income and cash flows of USG Corporation for each financial quarter, if any, ended after 31 December 2017 and at least 45 days after the end of the preceding financial quarter (or 75 days with respect to the financial quarter ending 31 December 2018) and as filed with the SEC.

(g)The agreed funds flow statement for closing.

(h)Evidence that the Merger has been consummated, or will be consummated substantially concurrently with the initial borrowing under Facility A, in each case, in accordance in all material respects with the terms of the Merger Agreement, after giving effect to any modifications, amendments or waivers permitted by this paragraph. The Merger Agreement shall be in full force and effect and with no provision thereof or the schedules or exhibits thereto amended, waived, supplemented or modified, and neither Gebr. Knauf KG nor Bidco shall have granted any consents under the Merger Agreement, in each case, in a manner materially adverse to the Lenders or the Mandated Lead Arrangers, in their capacities as such, without the consent of the Agent who acts for and behalf of all the Lenders (such consent not to be unreasonably withheld, delayed or conditioned and the Agent shall be deemed to have consented to any amendment, supplement, modification or waiver to the Merger Agreement if no written objection thereto is received by the Companies within ten Business Days after request for such consent); provided that (a) any reduction in the Merger Consideration (as defined in the Merger Agreement) will be deemed not to be materially adverse so long as such reduction is allocated, unless the Mandated Lead Arrangers otherwise consent, to reduce Facility A and the Payment Fund on a pro rata basis, (b) any increase in the purchase price will be deemed to be not materially adverse to the Lenders or Mandated Lead Arrangers so long as such increase is funded by an increase in the Payment Fund, (c) any amendment, modification or waiver to the definition of “Material Adverse Effect” under the Merger Agreement will be deemed materially adverse to the interests of the Lenders and the Mandated Lead Arrangers.

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(i)The funding of the Payment Fund (as defined in the Merger Agreement) shall have been consummated or will be consummated substantially simultaneously with, or prior to, the initial borrowings under Facility A, in at least the amount that, when aggregated with the borrowings under Facility A, is sufficient to pay the Merger Consideration (as defined in the Merger Agreement).

(j)Completed Utilisation Request.

(k)All indebtedness of USG Corporation and its subsidiaries under that Fifth Amended and Restated Credit Agreement dated as of May 1, 2017 (as amended, restated or otherwise modified from time to time), among USG Corporation, CGC Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, shall have been (or will be essentially concurrently with the initial borrowing under Facility A) repaid, cash collateralized in the case of outstanding letters of credit, or otherwise discharged in full, and all commitments, security interests (other than on cash collateral for existing letters of credit) and guaranties in connection therewith shall have been (or will be essentially concurrently with the initial borrowing under Facility A) terminated and released (and the Mandated Lead Arrangers shall have received reasonably satisfactory evidence thereof).

(l)The Company shall have provided in relation to it and to the Target at least five (5) days prior to the Closing Date, all documentation and other information that are required by regulatory authorities under the applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, that have been requested at least twenty (20) days prior to the Closing Date.

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Exhibit 1

SOLVENCY CERTIFICATE

[               ], 20[ ]

This Solvency Certificate (this “Certificate”) is furnished to the Agent and the Lenders pursuant to Section [   ] of the Credit Agreement, dated as of [              ], 20[ ] (the “Credit Agreement”), [       ], a [     ] (the “Borrower”), the lenders that are parties thereto (collectively, the “Lenders”) and [       ], in its capacity as agent (in such capacity, the “Agent”).  Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement.

I, [              ], the [Chief Financial Officer] of the Borrower (after giving effect to the transactions contemplated by the Credit Agreement), in that capacity only and not in my individual capacity (and without personal liability), DO HEREBY CERTIFY on behalf of the Borrower that as of the date hereof, after giving effect to the consummation of the transactions contemplated by the Credit Agreement (including the execution and delivery of the Merger Agreement and the Credit Agreement, the making of the Term Loans and the use of proceeds of such Term Loans on the date hereof, and the consummation of the Merger):

1.The sum of the liabilities (including contingent liabilities) of the Borrower and its subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the assets of the Borrower and its subsidiaries, on a consolidated basis.

2.The present fair saleable value of the assets of the Borrower and its subsidiaries, on a consolidated basis, is greater than the total amount that will be required to pay the probable liabilities (including contingent liabilities) of the Borrower and its subsidiaries as they become absolute and matured.

3.The capital of the Borrower and its subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as conducted on the date hereof.

4.The Borrower and its subsidiaries, on a consolidated basis, have not, giving effect to the transactions contemplated by the Credit Agreement, incurred debts or other liabilities, including current obligations, beyond their ability to pay such debts or other liabilities as they become due (whether at maturity or otherwise).

5.The Borrower and its subsidiaries, on a consolidated basis, are, giving effect to the transactions contemplated by the Credit Agreement, incurred debts or other liabilities, including current obligations, “solvent” as defined under applicable law.

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6.For purposes of this Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances known to the undersigned as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability.

7.In reaching the conclusions set forth in this Certificate, the undersigned has (i) reviewed the Credit Agreement and other Finance Documents referred to therein, (ii) reviewed the financial statements (including the pro forma financial statements) referred to in Section [  ] of the Credit Agreement (the “Financial Statements”) and (iii) made such other investigations and inquiries as the undersigned has deemed appropriate.  The undersigned is familiar with the financial performance and prospects of the Borrower and its subsidiaries and hereby confirms that the Financial Statements were prepared in good faith and, to the best knowledge of the undersigned, fairly present, in all material respects, the Borrower’s and its subsidiaries’ consolidated financial condition (including, with respect to the pro forma Financial Statements, the pro forma financial condition giving effect to the transactions contemplated by the Credit Agreement).

8.The undersigned confirms and acknowledges that the Agent and the Lenders are relying on the truth and accuracy of this Certificate in connection with the commitments and Term Loans under the Credit Agreement.

Accordingly, I have executed this Certificate this as of the date first written above.

[BORROWER]

By:

Name:

Title:

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EX-10.2

Exhibit 10.2

EXECUTION VERSION

VOTING AGREEMENT

This VOTING AGREEMENT dated as of June 10, 2018 (this “Agreement”) is made and entered into among Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany (“Parent”),  World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and Berkshire Hathaway Inc., a Delaware corporation (the “Stockholder”), on behalf of itself and its subsidiaries listed on Exhibit A (together with the Stockholder, the “Stockholder Entities”), in the Stockholder Entities’ capacity as stockholders of USG Corporation, a Delaware corporation (the “Company”).  Parent, Merger Sub and the Stockholder are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Merger Sub and the Company are entering into an Agreement and Plan of Merger dated as of the date of this Agreement (as the same may be amended, supplemented, modified or extended from time to time, the “Merger Agreement”) providing for, among other things, the acquisition of the Company by Parent by means of a merger of Merger Sub with and into the Company (the “Merger”). Capitalized terms used but not defined in this Agreement will have the respective meanings set forth in Exhibit B.

WHEREAS, the Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) the number of shares of the common stock, par value $0.10 per share, of the Company  (“Common Stock”) set forth on Exhibit A (such shares, the “Subject Shares”).

WHEREAS, Parent, Merger Sub and the Stockholder desire to set forth their understanding and agreement with respect to the voting of the Subject Shares in connection with the adoption of the Merger Agreement and in connection with certain other matters as provided in this Agreement.

WHEREAS, the Board of Directors of the Company has approved the execution of this Agreement by Parent, Merger Sub and the Stockholder.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:

Section 1.Covenants of the Stockholder.  Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the Stockholder covenants and agrees with Parent and Merger Sub as follows:

(a)At the meeting of the stockholders of the Company called, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent or give any other approval (including by written consent) with respect to the Merger or the Merger Agreement, the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of  the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of the transactions contemplated thereby.

(b)At the Stockholders Meeting (or at any adjournment or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent or give any other approval (including by written consent), the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposal, whether or not constituting a Superior Proposal.

(c)The Stockholder agrees to be present (in person or by proxy) or to cause the holder or holders of record of all of the Subject Shares on any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or the Merger Agreement so that all of the Subject Shares will be counted for the purpose of determining the presence of a quorum at such meetings, and to vote or cause each Record Holder to vote all of the Subject Shares in the manner required by this Agreement.

(d)AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF THIS AGREEMENT.  THE STOCKHOLDER AGREES THAT THIS PROXY IS COUPLED WITH AN INTEREST AND WILL BE IRREVOCABLE DURING THE TERM OF THIS AGREEMENT.  THE STOCKHOLDER WILL TAKE SUCH FURTHER ACTIONS OR EXECUTE SUCH OTHER INSTRUMENTS NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY.  THE STOCKHOLDER HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SUBJECT SHARES AND AGREES NOT TO GRANT ANY PROXY THAT CONFLICTS WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT.  THIS IRREVOCABLE PROXY WILL  AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5.

(e)THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Section 2.Representations and Warranties of the Stockholder.  The Stockholder hereby represents and warrants to Parent and Merger Sub as of the date of this Agreement as follows:

(a)The Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations under this Agreement.  This Agreement constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies.

(b)The execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of the Stockholder’s obligations under this Agreement will not, require clearance, consent, approval, Order, waiver, license or authorization of or from, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority, except for applicable requirements, if any, under the Exchange Act.

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(c)There is no Proceeding pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder before any Governmental Authority that, if adversely determined against the Stockholder, would prevent, impair or materially  delay the ability of the Stockholder to perform its obligations hereunder.

(d)No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder.

Section 3.Representations and Warranties of Parent and Merger Sub.  Parent and Merger Sub hereby represent and warrant to the Stockholder as of the date of this Agreement as follows:

(a)Parent is a limited partnership (Kommanditgesellschaft) duly organized, validly existing and in good standing under the Laws of Germany.  Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware.

(b)Each of Parent and Merger Sub has the requisite limited partnership or corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.  The execution and delivery by Parent and Merger Sub of this Agreement, and the performance by Parent and Merger Sub of their obligations under this Agreement, have been duly and validly authorized by all necessary corporate action on the part of the on the part of Parent or Merger Sub.  This Agreement constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies.

(c)The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance by Parent and Merger Sub of their obligations under this Agreement will not (i) conflict with any provisions of the Constituent Documents of Parent, (ii) violate any Law or Order applicable to Parent, or (iii) result, after the giving of notice, with lapse of time, or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any Contract to which Parent is a party.

(d)The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance by Parent and Merger Sub of their obligations under this Agreement will not, require clearance, consent, approval, Order, waiver, license or authorization of or from, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority, except for applicable requirements, if any, of the Securities Act, the Exchange Act, the securities Laws of any state or other jurisdiction, the rules of any applicable securities exchange, state takeover Laws, the pre-merger notification requirements of the HSR Act, and filing and recordation of appropriate merger documents as required by the DGCL or any other applicable Law.

Section 4.Additional Covenants of the Stockholder.

(a)The Stockholder will furnish to Parent and Merger Sub all information required to be included in the Proxy Statement, any required Schedule 13D filing and any other filings required to be made by Parent, Merger Sub or the Company under the Exchange Act or pursuant to the rules and regulations promulgated by the SEC in connection with the transactions contemplated by this Agreement and the Merger Agreement to the extent specifically relating to Stockholder.

(b)All fees and expenses incurred in connection with this Agreement will be paid by the party incurring such expense, whether or not the transactions contemplated by the Merger Agreement are consummated.

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Section 5.Termination.  This Agreement will terminate, no Party will have any further rights or obligations hereunder and this Agreement will become null and void and have no further effect upon the earliest to occur of (a) the Effective Time, (b) the date on which the Merger Agreement is terminated in accordance with its terms, (c) five Business Days after delivery of written notice of termination by the Stockholder to the Parent if after the date of this Agreement any Acquisition Proposal has been publicly announced or otherwise becomes publicly known, (d) the date of any material modification, amendment or waiver of or to the Merger Agreement as in effect as of the date of this Agreement, which the Stockholder believes has an adverse effect on the consideration payable to stockholders of the Company upon consummation of the Merger, (e) September 1, 2019, and (f) the mutual written agreement of the Parties to terminate this Agreement.  In the event of termination of this Agreement pursuant to this Section 5, this Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided that nothing in this Section 5 will relieve any Party of liability for any breach of this Agreement occurring prior to the effective date of the termination of this Agreement.

Section 6.General Provisions.

(a)All notices and other communications in connection with this Agreement will be in writing and will be deemed duly given (a) on the date of delivery if delivered personally or by facsimile, upon confirmation of receipt or (b) on the third Business Day following the date of dispatch if delivered by a recognized express courier service.  All notices in connection with this Agreement will be delivered as set forth below or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

If to Parent or Merger Sub, to:

Gebr. Knauf KG

Am Bahnhof 7

97346 Iphofen

Federal Republic of Germany

Facsimile:+49 9323 31 470

Attention:Jörg Schanow

General Counsel

with a copy (which will not constitute notice) to:

Baker & McKenzie LLP

300 East Randolph Street

Chicago, Illinois 60601

United States of America

Facsimile:(312) 861-2899

Attention:Craig Roeder

Thomas Hughes

and

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

United States of America

Facsimile:(212) 848-7179

Attention:Robert Masella

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Grace Jamgochian

If to the Stockholder, to:

Berkshire Hathaway Inc.

3555 Farnam Street

Omaha, Nebraska 68131

Facsimile:(402) 346-3375

Attention:Todd A. Combs

with a copy (which will not constitute notice) to:

Munger, Tolles & Olson LLP

350 S. Grand Avenue, 50th Floor

Los Angeles, California 90071

United States of America

Facsimile:(213) 683-5104

Attention:Robert E. Denham

Judith T. Kitano

(b)This Agreement (including the Exhibits) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.  This Agreement will be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express or implied, is intended to or will confer upon any Person not a Party to this Agreement any rights, benefits or remedies of any nature whatsoever.

(c)If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party.  Notwithstanding the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

(d)Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties, in whole or in part (whether by operation of Law or otherwise), without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent will be null and void.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

(e)This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. In the event that either Party seeks to amend this Agreement, such Party will provide written notice of such proposed amendment, including a copy of such proposed amendment, to the Company concurrently with the delivery of any similar notice with respect to such proposed amendment (or, in the case of any oral communication with respect to such proposed amendment, promptly after such oral communication) to the other Party hereunder.

(f)This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the Parties or any of them.

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(g)The Parties may to the extent legally permitted (i) extend the time for the performance of any of the obligations or other acts of the other Parties, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement and (iii) waive compliance with any of the agreements or conditions contained in this Agreement.  Any agreement on the part of a Party to any such extension or waiver will be valid only if set forth in a written instrument signed on behalf of such Party.  The failure of any Party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of those rights.  In the event that a Party seeks a waiver or intends to grant a waiver under this Agreement, such Party will provide written notice of such proposed waiver, including a reasonable description of such waiver, to the Company concurrently with the delivery of any similar notice with respect to such proposed waiver (or, in the case of any oral communication with respect to proposed such waiver, promptly after such oral communication) to the other Parties hereunder.

(h)THIS AGREEMENT WILL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS WILL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH, AND ALL ACTIONS, SUITS AND PROCEEDINGS ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE GOVERNED BY, THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY CHOICE OR CONFLICTS OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

(i)The Parties irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) with respect to all matters arising out of or relating to this Agreement, the interpretation and enforcement of the provisions of this Agreement, and of the documents referred to in this Agreement, and in respect of the transactions contemplated by this Agreement, and irrevocably waive, and agree not to assert, as a defense in any Proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or convenient or that this Agreement or any such document may not be enforced in or by such courts, and the Parties agree that all claims with respect to such Proceeding will be heard and determined exclusively in such courts.  The Parties consent to and grant any such court jurisdiction over the person of such Parties solely for such purpose and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 6(a) or in such other manner as may be permitted by Law will be valid and sufficient service.  The Parties agree that a final judgment in any such Proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided that nothing in the foregoing will restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

(j)EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER.  THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED

6

HEREBY.  EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER.  EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION 6(j).

(k)The provisions of this Section 6 are not intended and will not be deemed to constitute a submission by Parent to the jurisdiction of any United States federal or state court or any other United States Governmental Authority, other than solely for purposes of any Proceeding arising out of or relating to this Agreement and the transactions contemplated hereby.

(l)The Parties acknowledge and agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor.  It is accordingly agreed that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof in any court referred to in Section 6(i) without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond or other undertaking in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity.  The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for such breach.

(m)The language in this Agreement is to be construed in all cases according to its plain meaning.  Parent, Merger Sub and the Stockholder acknowledge and agree that each Party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party or the Party in favor of which a clause has been drafted or in favor of the Party who has committed itself in a clause, is not to be employed in the interpretation of this Agreement.  Whenever used herein, the words “include,” “includes” and “including” mean “include, without limitation,” “includes, without limitation” and “including, without limitation,” respectively.  The use of “or” is not intended to be exclusive unless expressly indicated otherwise.  The word “days” means calendar days unless otherwise specified.  Time periods within or following which any payment is to be made or act is to be done will, unless expressly indicated otherwise, be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole (including any Exhibits) and not to any particular provision of this Agreement, and all Section and Exhibit references are to this Agreement unless otherwise specified.  Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement.  Any reference to a statute, rule or regulation is deemed also to refer to any amendments or successor legislation as in effect at the relevant time.  Any reference to a Contract or other document as of a given date means the Contract or other document as amended, supplemented and modified from time to time through such date unless otherwise expressly specified.  The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

(n)This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original but all of which will constitute one and the same instrument.   This Agreement will become effective when each Party has received counterparts signed and delivered (by facsimile or otherwise) by the other Parties.

7

[Signature page follows.]

8

* * * * *

IN WITNESS WHEREOF, the Parties have executed and deliver this Agreement on the date first written above.

GEBR. KNAUF KG
By:	/s/ Alexander Knauf
Name:	Alexander Knauf
Title:	General Partner
By:	/s/ Manfred Grundke
Name:	Manfred Grundke
Title:	General Partner
WORLD CUP ACQUISITION CORPORATION
By:	/s/ Jörg Schanow
Name:	Jörg Schanow
Title:	President

[Signature Page to Voting Agreement]

BERKSHIRE HATHAWAY INC.
By:	/s/ Todd A. Combs
	Name:	Todd A. Combs
	Title:	Investment Officer

[Signature Page to Voting Agreement]

Exhibit A

Stockholder Entities and Ownership of Subject Shares

Name of the Stockholder Entity	Number of Subject Shares Beneficially Owned by Stockholder Entity
National Indemnity Company	39,002,016
Berkshire Hathaway Life Insurance Company of Nebraska	14,035,088
Berkshire Hathaway Assurance Corporation	7,894,736
General Re Corporation	4,385,964
General Reinsurance Corporation	4,385,964
General Re Life Corporation	4,385,964

Ex. A

Exhibit B

Certain Defined Terms

The following terms shall have the respective meanings ascribed to them in the Merger Agreement as in effect as of the date of this Agreement:

Acquisition Proposal

Business Day

Constituent Documents

Contract

Effective Time

Exchange Act

Governmental Authority

HSR Act

Law

Order

Person

Proceeding

Proxy Statement

SEC

Superior Proposal

Ex. B

EX-99.1

Exhibit 99.1

KNAUF AND USG AGREE TO TRANSACTION AT $44 PER SHARE IN CASH

Provides Knauf with Lasting Presence in North American Wallboard and Ceilings;

Enhances USG’s Position Worldwide

USG’s Headquarters to Remain in Chicago

Iphofen, Germany and Chicago, IL, June 11, 2018 — Gebr. Knauf KG (“Knauf”) and USG Corporation (NYSE: USG) (“USG”) today announced that they have entered into a definitive agreement pursuant to which Knauf will acquire all of the outstanding shares of USG in a transaction valued at approximately $7.0 billion. Under the terms of the agreement, USG shareholders will receive $44.00 per share, which consists of $43.50 per share in cash payable upon  closing of the transaction and a $0.50 per share special dividend that would be paid following shareholder approval of the transaction. The price represents a premium of 31% to USG’s unaffected closing price of $33.51 and a 36% premium to the $32.36 average closing price for the preceding 12-month period, both as of March 23, 2018, and a multiple of approximately 11.6x USG’s adjusted EBITDA for the 12 months ended March 31, 2018. The transaction was unanimously approved by USG’s Board of Directors. Berkshire Hathaway has agreed to vote its shares in favor of the transaction. As of June 11, 2018, Berkshire Hathaway and its subsidiaries owns approximately 31% of the issued and outstanding shares of USG.

The combined company results in a global building materials industry leader that will maximize Knauf and USG’s highly complementary businesses, products and global footprint to better meet the needs of both companies’ end-market customers. Following the close of the transaction, USG will continue to be managed locally in the United States, and Knauf intends to maintain USG’s existing corporate headquarters in Chicago as well as its facilities in North America.

Alexander Knauf, General Partner of Knauf, said, “We are excited to enter into an agreement to acquire USG. As a long-term USG shareholder, we greatly admire USG’s strong brands, leading market positions in North American wallboard and ceilings and highly talented employee base. We look forward to building on USG’s strong presence in North America.”

“As a family-owned company with a long-term focused business outlook, we believe Knauf is the ideal partner for the business as we intend to make significant investments in USG’s operations and its people,” added Manfred Grundke, General Partner of Knauf. “Our long-term investments will benefit all of USG’s stakeholders, including employees, customers and suppliers.”

Jennifer Scanlon, president and chief executive officer of USG, said, “Our Board has worked diligently to evaluate all strategic options to maximize value for our shareholders, and we are pleased to have reached this agreement which provides our shareholders with significant and certain cash value. We believe this transaction will create new opportunities for both companies’ customers and will benefit USG’s employees who will be part of a truly global building products company. Alexander, Manfred and their team have made clear their high regard for our team, and we are confident that Knauf will help to ensure the long-term success of USG’s operations, brands and employees.”

The transaction is expected to close in early 2019, subject to customary closing conditions, including regulatory approvals and approval by USG shareholders.

The transaction is not subject to any financing conditions. The transaction will be financed from existing cash and committed debt financing.

Morgan Stanley Bank AG is serving as the exclusive financial advisor to Knauf, and Baker McKenzie LLP, Shearman & Sterling LLP and Freshfields Bruckhaus Deringer are acting as legal counsel to Knauf. J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are serving as financial advisors to USG, and Jones Day is acting as legal counsel to USG.

Cautionary Note Regarding USG Corporation Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 related to USG management’s expectations about future conditions, including but not limited to, statements regarding the proposed transaction with Knauf, including expected timing, completion and effects of the proposed transaction. In some cases, forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “may,” “will be,” “will continue,” “will likely result” and similar expressions. Actual business, market or other conditions may differ materially from USG management’s expectations and, accordingly, may affect its sales and profitability, liquidity and future value. Any forward-looking statements represent its views only as of today and should not be relied upon as representing its views as of any subsequent date, and USG undertakes no obligation to update any forward-looking statement. Among the risks, contingencies and uncertainties that could cause actual results to differ from those described in the forward-looking statements or could result in the failure of the proposed transaction to be completed are the following: the failure to obtain the necessary USG stockholder approval for the proposed transaction; the failure to obtain necessary regulatory or other governmental approvals for the proposed transaction, or if obtained, the possibility of being subjected to conditions that could result in a material delay in, or the abandonment of, the proposed transaction or otherwise have an adverse effect on USG; continued availability of financing or alternatives for the financing provided in the Knauf debt commitment letter; the failure to satisfy required closing conditions; the potential impact on the USG Boral JV in the event the proposed transaction is not completed; the risk that the proposed transaction may not be completed in a timely manner or at all; the effect of restrictions placed on USG and its subsidiaries’ ability to operate their businesses under the merger agreement, including USG’s ability to pursue alternatives to the proposed transaction; the risk of disruption resulting from the proposed transaction, including the diversion of USG’s management’s attention from ongoing business operations; the effect of the announcement of the proposed transaction on USG’s ability to retain and hire key employees; the effect of the announcement of the proposed transaction on USG’s business relationships, operating results and businesses generally; the outcome of any legal proceedings that may be instituted against USG related to the proposed transaction; the amount of the costs, fees, expenses and charges related to the proposed transaction; and the occurrence of any event giving rise to the right of a party to terminate the merger agreement. Information describing other risks and uncertainties affecting USG that could cause actual results to differ materially from those in forward-looking statements may be found in USG’s filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the “Risk Factors” in USG’s most recent Annual Report on Form 10-K.

Additional Information and Where to Find It

This press release relates to the proposed transaction involving USG and Knauf. In connection with the proposed transaction, USG intends to file with the SEC and mail or otherwise provide to its stockholders a proxy statement on Schedule 14A (the “Proxy Statement”). This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and is not a substitute for the Proxy Statement or any other document that USG may file with the SEC or send to its stockholders in connection with the proposed transaction. USG STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s web site, http://www.sec.gov, and USG’s website, www.usg.com, and USG stockholders will receive information at an appropriate time on how to obtain transaction-related documents for free from USG. In addition, the documents (when available) may be obtained free of charge by a request in writing to USG at 550 West Adams Street, Chicago, Illinois 60661-3676, attention: Corporate Secretary.

Participants in Solicitation

USG and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of USG common stock in respect of the proposed transaction. Information about the directors and executive officers of USG is set forth in the proxy statement for USG’s 2018 annual meeting of stockholders, which was filed with the SEC on March 29, 2018, USG’s proxy supplement, which was filed with the SEC on April 20, 2018, and in USG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on

February 14, 2018. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.

Non-GAAP Financial Measures

In this press release, the Company presents the non-GAAP financial measure Adjusted EBITDA, which excludes certain items listed in the table below. Adjusted EBITDA is included to help investors’ ability to analyze underlying trends in the company’s business, evaluate its performance relative to other companies in its industry and provide useful information to both management and investors by excluding certain items that may not be indicative of the company’s core operating results. The non-GAAP measure should not be considered a substitute for or superior to GAAP results and may vary from others in the industry. A table that reconciles the non-GAAP disclosure to GAAP disclosure follows below:

$ Millions	Trailing Twelve Months Adjusted EBITDA Reconciled to GAAP Operating Profit — Q1 2018
GAAP Operating profit	$	315
Interest expense, net	$	(59	)
Other income, net	$	7
Income tax expense	$	(218	)
USG’s equity income from UBBP	$	55
Loss on extinguishment of debt	$	(22	)
Loss from discontinued operations, net	$	(8	)
Net income attributable to USG	$	70
Add: loss from disc ops, net of tax	$	8
Add: interest expense, net	$	59
Add: income tax expense	$	218
Add: depreciation, depletion, and amortization	$	130
EBITDA	$	485
Add: share-based compensation expense	$	18
Add: ARO accretion expense	$	7
Add: loss on extinguishment of debt	$	22
Add: pension settlement expense	$	12
Add: contractual legal settlement	$	5
Add: transaction costs	$	4
Add: adoption of revenue standard	$	3
Add: non-cash purchase accounting amortization	$	1
Less: USG’s equity income from UBBP	$	(55	)
Add: USG’s share of UBBP Adjusted EBITDA	$	104
Adjusted EBITDA	$	606

About Knauf

Gebr. Knauf KG is the ultimate parent company of the German based Knauf Group. Knauf is a leading manufacturer of building materials operating more than 220 factories worldwide. In 2017, Knauf generated revenue in excess of $8 billion and EBITDA of approximately $1.7 billion, and employed more than 27,000 people.

About USG Corporation

USG Corporation is an industry-leading manufacturer of building products and innovative solutions. Headquartered in Chicago, USG serves construction markets around the world through its Gypsum, Performance Materials, Ceilings, and USG Boral divisions. Its wall, ceiling, flooring, sheathing and roofing products provide the solutions that enable customers to build the outstanding spaces where people live, work and play. Its USG Boral Building Products joint venture is a leading plasterboard and ceilings producer across Asia, Australasia and the Middle East. For additional information, visit www.usg.com.

Gebr. Knauf KG

Media:

Joele Frank, Wilkinson Brimmer Katcher: Joele Frank/Ed Trissel/Annabelle Rinehart, 212-355-4449

Investors:

Innisfree M&A Incorporated: Scott Winter/Jonathan Salzberger, 212-750-5833

USG Corporation
Media:
Sard Verbinnen & Co: Jim Barron/Pam Greene, 212-687-8080
USG Corporation: Kathleen Prause, 312-436-6607, KPrause@usg.com

Investors:
USG Corporation: Bill Madsen, 312-436-5349, investorrelations@usg.com