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USG > SEC Filings for USG > Form 8-K on 27-May-2009All Recent SEC Filings

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Form 8-K for USG CORP


27-May-2009

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Ar


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 21, 2009, the Registrant's indirect, wholly-owned subsidiary, Gypsum Transportation Limited, or GTL, drew down the second advance available to it under the Secured Loan Facility Agreement, dated October 21, 2008, between it and DVB Bank SE, as lender, agent and security trustee. The advance was in the amount of $25 million and was made following delivery of GTL's new ship, the Gypsum Integrity.

The advance bears interest at a floating rate based on LIBOR plus a margin of 1.65% and is repayable in quarterly installments in amounts determined in accordance with the Secured Loan Facility Agreement beginning in August 2009, with the balance repayable in 2017.

The Secured Loan Facility Agreement contains representations and warranties that are customary for ship mortgage financings, as well as usual and customary affirmative and negative covenants affecting GTL, including financial covenants requiring it to maintain or not exceed specified levels of net worth, borrowings to net worth, cash reserves and EBITDA to debt service, and events of default, including, but not limited to, the failure to make required payments, material breaches of representations or warranties, the failure to observe certain covenants or agreements, the failure to pay or default of certain other indebtedness, certain adverse material monetary judgments, bankruptcy, insolvency and a change of control of GTL or the Registrant. Repayment of the advance is subject to acceleration upon the occurrence of events of default.

The Registrant has guaranteed the obligations of GTL under the Secured Loan Facility Agreement, and GTL has granted DVB Bank SE a security interest in the Gypsum Integrity and related insurance, contract, account and other rights as security for borrowings under the Secured Loan Facility Agreement.


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